FULLTEXT DEL 1 AV 3
10-K – 2026-02-27 – mpwr20251231_10k.htm
mpwr20251231_10k.htm 0001280452 MONOLITHIC POWER SYSTEMS INC false --12-31 FY 2025 true true We implemented incident response and breach management processes consisting of four stages: 1) monitor for and identify cybersecurity incidents, 2) carry out security incident analysis, 3) contain and recover, and 4) improve with post-incident analysis. Such incident responses are governed by the Cybersecurity Steering Committee. true There are no identified cybersecurity threats that have materially affected or are reasonably likely to materially affect our results of operations, or financial condition as of the date of this Annual Report on Form 10-K. To date, we do not believe we have experienced any material information security breaches and have not incurred significant operating expenses related to information security breaches. true As an important part of our risk management processes, cybersecurity is a focus area for our Board and management. Our Nominating and Corporate Governance Committee (the “NCG Committee”), which consists of independent members of the Board of Directors, is responsible for the oversight of risks from cybersecurity threats. The NCG Committee receives quarterly updates from the Cybersecurity Steering Committee. These updates include existing and emerging cybersecurity threats, risks, cybersecurity incident management and key information security initiatives. The NCG Committee also provides updates on our cybersecurity risk management and strategy programs to the Board of Directors on a quarterly basis. As an important part of our risk management processes, cybersecurity is a focus area for our Board and management. Our Nominating and Corporate Governance Committee (the “NCG Committee”), which consists of independent members of the Board of Directors, is responsible for the oversight of risks from cybersecurity threats. The NCG Committee receives quarterly updates from the Cybersecurity Steering Committee. These updates include existing and emerging cybersecurity threats, risks, cybersecurity incident management and key information security initiatives. The NCG Committee also provides updates on our cybersecurity risk management and strategy programs to the Board of Directors on a quarterly basis. As an important part of our risk management processes, cybersecurity is a focus area for our Board and management. Our Nominating and Corporate Governance Committee (the “NCG Committee”), which consists of independent members of the Board of Directors, is responsible for the oversight of risks from cybersecurity threats. The NCG Committee receives quarterly updates from the Cybersecurity Steering Committee. These updates include existing and emerging cybersecurity threats, risks, cybersecurity incident management and key information security initiatives. The NCG Committee also provides updates on our cybersecurity risk management and strategy programs to the Board of Directors on a quarterly basis. As an important part of our risk management processes, cybersecurity is a focus area for our Board and management. Our Nominating and Corporate Governance Committee (the “NCG Committee”), which consists of independent members of the Board of Directors, is responsible for the oversight of risks from cybersecurity threats. The NCG Committee receives quarterly updates from the Cybersecurity Steering Committee. These updates include existing and emerging cybersecurity threats, risks, cybersecurity incident management and key information security initiatives. The NCG Committee also provides updates on our cybersecurity risk management and strategy programs to the Board of Directors on a quarterly basis. As an important part of our risk management processes, cybersecurity is a focus area for our Board and management. Our Nominating and Corporate Governance Committee (the “NCG Committee”), which consists of independent members of the Board of Directors, is responsible for the oversight of risks from cybersecurity threats. The NCG Committee receives quarterly updates from the Cybersecurity Steering Committee. These updates include existing and emerging cybersecurity threats, risks, cybersecurity incident management and key information security initiatives. The NCG Committee also provides updates on our cybersecurity risk management and strategy programs to the Board of Directors on a quarterly basis. true true The Cybersecurity Steering Committee includes individuals with an average of over 20 years of prior work experience in various roles involving IT governance and management, cybersecurity, auditing, and compliance. The Cybersecurity Steering Committee actively participates in the cybersecurity risk management and strategy processes as described above, and regularly reports to senior management and the NCG Committee. 0.001 0.001 150,000 150,000 48,709 48,709 47,823 47,823 285 153 1,352 4.00 5.00 6.24 3 10 1 7 3 5 0 0 1 2 1 5 http://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent 2 4 1 1 3 1 3 1 2 3 5 3 1 0.001 150,000 47,877 47,877 0 0.001 150,000 47,892 47,892 0 0 0.001 150,000 47,905 47,905 17 17 1.56 1.56 1.56 true true true Deming Xiao Executive Vice President, Global Operations November 13, 2025 November 13, 2026 Maurice Sciammas Executive Vice President, Worldwide Sales and Marketing November 24, 2025 December 31, 2026 Saria Tseng Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary November 28, 2025 November 27, 2026 true Saria Tseng Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary November 17, 2025 December 31, 2025 false false true true Amount includes shares that had not been issued as of December 31, 2025. State taxes in Arizona, California and Florida make up the majority (greater than 50%) of the tax effect in this category. Other receivables relate to a deposit made to a supplier under a long-term wafer supply agreement. Prepaid wafer purchases relate to a deposit made to a supplier under a long-term wafer supply agreement. Amount reflects the tax benefit related to stock-based compensation recorded for equity awards that are expected to generate tax deductions when they vest in future periods. Equity awards granted to the Company’s executive officers are subject to the tax deduction limitations set by Section 162(m) of the Internal Revenue Code. Amount reflects the number of awards that may ultimately be earned based on management’s probability assessment of the achievement of performance conditions at each reporting period. 0001280452 2025-01-01 2025-12-31 iso4217:USD 0001280452 2025-06-30 xbrli:shares 0001280452 2026-02-20 thunderdome:item 0001280452 2025-12-31 0001280452 2024-12-31 iso4217:USD xbrli:shares 0001280452 2024-01-01 2024-12-31 0001280452 2023-01-01 2023-12-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2022-12-31 0001280452 us-gaap:RetainedEarningsMember 2022-12-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001280452 2022-12-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001280452 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2023-12-31 0001280452 us-gaap:RetainedEarningsMember 2023-12-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001280452 2023-12-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001280452 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-12-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2024-12-31 0001280452 us-gaap:RetainedEarningsMember 2024-12-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0001280452 us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-12-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-12-31 0001280452 us-gaap:RetainedEarningsMember 2025-12-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-12-31 utr:Y 0001280452 us-gaap:BuildingAndBuildingImprovementsMember srt:MinimumMember 2025-12-31 0001280452 us-gaap:BuildingAndBuildingImprovementsMember srt:MaximumMember 2025-12-31 0001280452 us-gaap:ComputerEquipmentMember srt:MinimumMember 2025-12-31 0001280452 us-gaap:ComputerEquipmentMember srt:MaximumMember 2025-12-31 0001280452 mpwr:SoftwareMember srt:MinimumMember 2025-12-31 0001280452 mpwr:SoftwareMember srt:MaximumMember 2025-12-31 0001280452 us-gaap:TransportationEquipmentMember srt:MinimumMember 2025-12-31 0001280452 us-gaap:TransportationEquipmentMember srt:MaximumMember 2025-12-31 0001280452 us-gaap:FurnitureAndFixturesMember srt:MinimumMember 2025-12-31 0001280452 us-gaap:FurnitureAndFixturesMember srt:MaximumMember 2025-12-31 0001280452 us-gaap:CashSurrenderValueMember 2025-12-31 0001280452 us-gaap:CashSurrenderValueMember 2024-12-31 0001280452 mpwr:MutualFundsAndMoneyMarketFundsFairValueMember 2025-12-31 0001280452 mpwr:MutualFundsAndMoneyMarketFundsFairValueMember 2024-12-31 0001280452 mpwr:OtherLongtermAssetsMember 2025-12-31 0001280452 mpwr:OtherLongtermAssetsMember 2024-12-31 0001280452 mpwr:AccruedCompensationAndRelatedBenefitsMember 2025-12-31 0001280452 mpwr:AccruedCompensationAndRelatedBenefitsMember 2024-12-31 0001280452 mpwr:OtherLongTermLiabilitiesMember 2025-12-31 0001280452 mpwr:OtherLongTermLiabilitiesMember 2024-12-31 0001280452 srt:MinimumMember 2025-01-01 2025-12-31 0001280452 srt:MaximumMember 2025-01-01 2025-12-31 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2024-12-31 0001280452 srt:ScenarioPreviouslyReportedMember 2024-12-31 0001280452 srt:ScenarioPreviouslyReportedMember 2024-01-01 2024-12-31 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2024-01-01 2024-12-31 0001280452 srt:ScenarioPreviouslyReportedMember us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001280452 srt:ScenarioPreviouslyReportedMember us-gaap:RetainedEarningsMember 2024-12-31 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember us-gaap:RetainedEarningsMember 2024-12-31 0001280452 country:CN 2025-01-01 2025-12-31 0001280452 country:CN 2024-01-01 2024-12-31 0001280452 country:CN 2023-01-01 2023-12-31 0001280452 country:TW 2025-01-01 2025-12-31 0001280452 country:TW 2024-01-01 2024-12-31 0001280452 country:TW 2023-01-01 2023-12-31 0001280452 country:KR 2025-01-01 2025-12-31 0001280452 country:KR 2024-01-01 2024-12-31 0001280452 country:KR 2023-01-01 2023-12-31 0001280452 mpwr:SouthEastAsiaMember 2025-01-01 2025-12-31 0001280452 mpwr:SouthEastAsiaMember 2024-01-01 2024-12-31 0001280452 mpwr:SouthEastAsiaMember 2023-01-01 2023-12-31 0001280452 srt:EuropeMember 2025-01-01 2025-12-31 0001280452 srt:EuropeMember 2024-01-01 2024-12-31 0001280452 srt:EuropeMember 2023-01-01 2023-12-31 0001280452 country:US 2025-01-01 2025-12-31 0001280452 country:US 2024-01-01 2024-12-31 0001280452 country:US 2023-01-01 2023-12-31 0001280452 country:JP 2025-01-01 2025-12-31 0001280452 country:JP 2024-01-01 2024-12-31 0001280452 country:JP 2023-01-01 2023-12-31 0001280452 mpwr:OtherRegionMember 2025-01-01 2025-12-31 0001280452 mpwr:OtherRegionMember 2024-01-01 2024-12-31 0001280452 mpwr:OtherRegionMember 2023-01-01 2023-12-31 xbrli:pure 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:ProductSalesThroughDistributionArrangementsMember 2025-01-01 2025-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:ProductSalesThroughDistributionArrangementsMember 2024-01-01 2024-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:ProductSalesThroughDistributionArrangementsMember 2023-01-01 2023-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorAMember 2025-01-01 2025-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorAMember 2024-01-01 2024-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorAMember 2023-01-01 2023-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorBMember 2025-01-01 2025-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorBMember 2024-01-01 2024-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorBMember 2023-01-01 2023-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorCMember 2025-01-01 2025-12-31 0001280452 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorCMember 2023-01-01 2023-12-31 0001280452 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorAMember 2025-01-01 2025-12-31 0001280452 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorAMember 2024-01-01 2024-12-31 0001280452 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorBMember 2025-01-01 2025-12-31 0001280452 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorBMember 2024-01-01 2024-12-31 0001280452 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember mpwr:DistributorCMember 2025-01-01 2025-12-31 utr:D 0001280452 us-gaap:CorporateDebtSecuritiesMember 2025-12-31 0001280452 us-gaap:CorporateDebtSecuritiesMember 2024-12-31 0001280452 us-gaap:AuctionRateSecuritiesMember 2025-12-31 0001280452 us-gaap:AuctionRateSecuritiesMember 2024-12-31 0001280452 us-gaap:MoneyMarketFundsMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember 2025-12-31 0001280452 us-gaap:CertificatesOfDepositMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:CertificatesOfDepositMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:CertificatesOfDepositMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:CertificatesOfDepositMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:AuctionRateSecuritiesMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:AuctionRateSecuritiesMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:AuctionRateSecuritiesMember 2025-12-31 0001280452 us-gaap:MutualFundMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:MutualFundMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:MutualFundMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:MutualFundMember 2025-12-31 0001280452 us-gaap:FairValueInputsLevel1Member 2025-12-31 0001280452 us-gaap:FairValueInputsLevel2Member 2025-12-31 0001280452 us-gaap:FairValueInputsLevel3Member 2025-12-31 0001280452 us-gaap:MoneyMarketFundsMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember 2024-12-31 0001280452 us-gaap:CertificatesOfDepositMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:CertificatesOfDepositMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:CertificatesOfDepositMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:CertificatesOfDepositMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:AuctionRateSecuritiesMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:AuctionRateSecuritiesMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:AuctionRateSecuritiesMember 2024-12-31 0001280452 us-gaap:MutualFundMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel1Member us-gaap:MutualFundMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel2Member us-gaap:MutualFundMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel3Member us-gaap:MutualFundMember 2024-12-31 0001280452 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001280452 us-gaap:FairValueInputsLevel2Member 2024-12-31 0001280452 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001280452 us-gaap:LandMember 2025-12-31 0001280452 us-gaap:LandMember 2024-12-31 0001280452 mpwr:ProductionEquipmentAndSoftwareMember 2025-12-31 0001280452 mpwr:ProductionEquipmentAndSoftwareMember 2024-12-31 0001280452 us-gaap:BuildingAndBuildingImprovementsMember 2025-12-31 0001280452 us-gaap:BuildingAndBuildingImprovementsMember 2024-12-31 0001280452 us-gaap:TransportationEquipmentMember 2025-12-31 0001280452 us-gaap:TransportationEquipmentMember 2024-12-31 0001280452 us-gaap:LeaseholdImprovementsMember 2025-12-31 0001280452 us-gaap:LeaseholdImprovementsMember 2024-12-31 0001280452 us-gaap:FurnitureAndFixturesMember 2025-12-31 0001280452 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001280452 us-gaap:ConstructionInProgressMember 2025-12-31 0001280452 us-gaap:ConstructionInProgressMember 2024-12-31 0001280452 srt:MinimumMember 2025-12-31 0001280452 srt:MaximumMember 2025-12-31 0001280452 mpwr:The2014PlanMember 2014-11-13 0001280452 mpwr:AmendedAndRestated2014PlanMember 2020-06-11 2020-06-11 0001280452 mpwr:AmendedAndRestated2014PlanMember 2025-12-31 0001280452 us-gaap:CostOfSalesMember 2025-01-01 2025-12-31 0001280452 us-gaap:CostOfSalesMember 2024-01-01 2024-12-31 0001280452 us-gaap:CostOfSalesMember 2023-01-01 2023-12-31 0001280452 us-gaap:ResearchAndDevelopmentExpenseMember 2025-01-01 2025-12-31 0001280452 us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-12-31 0001280452 us-gaap:ResearchAndDevelopmentExpenseMember 2023-01-01 2023-12-31 0001280452 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2025-01-01 2025-12-31 0001280452 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2024-01-01 2024-12-31 0001280452 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2023-01-01 2023-12-31 0001280452 mpwr:TimebasedRsusPsusAndMsusMember 2022-12-31 0001280452 mpwr:TimebasedRsusPsusAndMsusMember 2023-01-01 2023-12-31 0001280452 mpwr:TimebasedRsusPsusAndMsusMember 2023-12-31 0001280452 mpwr:TimebasedRsusPsusAndMsusMember 2024-01-01 2024-12-31 0001280452 mpwr:TimebasedRsusPsusAndMsusMember 2024-12-31 0001280452 mpwr:TimebasedRsusPsusAndMsusMember 2025-01-01 2025-12-31 0001280452 mpwr:TimebasedRsusPsusAndMsusMember 2025-12-31 0001280452 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-12-31 0001280452 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001280452 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001280452 us-gaap:RestrictedStockUnitsRSUMember 2025-12-31 0001280452 mpwr:TimebasedRSUsMember 2025-01-01 2025-12-31 0001280452 mpwr:TimebasedRSUsMember 2024-01-01 2024-12-31 0001280452 mpwr:TimebasedRSUsMember 2023-01-01 2023-12-31 0001280452 mpwr:TimebasedRSUsMember mpwr:EmployeesMember 2025-01-01 2025-12-31 0001280452 mpwr:TimebasedRSUsMember srt:DirectorMember 2025-01-01 2025-12-31 0001280452 mpwr:Psu2025Member srt:ExecutiveOfficerMember 2025-02-01 2025-02-28 0001280452 mpwr:Psu2025Member srt:ExecutiveOfficerMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2025-02-01 2025-02-28 0001280452 mpwr:Psu2025Member mpwr:NonExecutiveEmployeesMember 2025-02-01 2025-02-28 0001280452 mpwr:Psu2025Member srt:MinimumMember mpwr:NonExecutiveEmployeesMember 2025-02-01 2025-02-28 0001280452 mpwr:Psu2025Member srt:MaximumMember mpwr:NonExecutiveEmployeesMember 2025-02-01 2025-02-28 0001280452 mpwr:Psu2025Member mpwr:NonExecutiveEmployeesMember mpwr:VestingFirstQuarterOf2027Member 2025-02-01 2025-02-28 0001280452 mpwr:Psu2025Member 2025-02-01 2025-02-28 0001280452 2025-02-28 0001280452 mpwr:Psu2025Member srt:MinimumMember 2025-02-01 2025-02-28 0001280452 mpwr:Psu2025Member srt:MaximumMember 2025-02-01 2025-02-28 0001280452 mpwr:PSU2024Member srt:ExecutiveOfficerMember 2024-02-01 2024-02-29 0001280452 mpwr:PSU2024Member srt:ExecutiveOfficerMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2024-02-01 2024-02-29 0001280452 mpwr:PSU2024Member srt:ExecutiveOfficerMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2024-02-01 2024-02-29 0001280452 mpwr:PSU2024Member srt:ExecutiveOfficerMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2024-02-01 2024-02-29 0001280452 mpwr:PSU2024Member srt:ExecutiveOfficerMember 2024-01-01 2024-06-30 0001280452 mpwr:PSU2024Member mpwr:NonExecutiveEmployeesMember 2024-02-01 2024-02-29 0001280452 mpwr:PSU2024Member srt:MinimumMember mpwr:NonExecutiveEmployeesMember 2024-02-01 2024-02-29 0001280452 mpwr:PSU2024Member mpwr:NonExecutiveEmployeesMember 2024-01-01 2024-12-31 0001280452 mpwr:PSU2024Member mpwr:NonExecutiveEmployeesMember mpwr:VestingFirstQuarterOf2026Member 2024-02-01 2024-02-29 0001280452 mpwr:PSU2024Member mpwr:NonExecutiveEmployeesMember 2025-01-01 2025-12-31 0001280452 mpwr:PSU2024Member 2024-01-01 2024-12-31 0001280452 2024-02-29 0001280452 mpwr:PSU2023Member srt:ExecutiveOfficerMember 2023-02-01 2023-02-28 0001280452 mpwr:PSU2023Member srt:ExecutiveOfficerMember 2023-01-01 2023-12-31 0001280452 mpwr:PSU2023Member srt:ExecutiveOfficerMember 2025-12-31 2025-12-31 0001280452 mpwr:PSU2023Member mpwr:NonExecutiveEmployeesMember 2023-02-01 2023-02-28 0001280452 mpwr:PSU2023Member srt:MinimumMember mpwr:NonExecutiveEmployeesMember 2023-01-01 2023-02-28 0001280452 mpwr:PSU2023Member srt:MaximumMember mpwr:NonExecutiveEmployeesMember 2023-01-01 2023-02-28 0001280452 mpwr:PSU2023Member mpwr:NonExecutiveEmployeesMember 2023-01-01 2023-12-31 0001280452 mpwr:PSU2023Member mpwr:NonExecutiveEmployeesMember mpwr:VestingFirstQuarterOf2025Member 2023-01-01 2023-02-28 0001280452 mpwr:PSU2023Member mpwr:NonExecutiveEmployeesMember 2025-01-01 2025-12-31 0001280452 mpwr:PSU2023Member 2023-01-01 2023-12-31 0001280452 mpwr:PSU2022Member srt:ExecutiveOfficerMember 2022-02-01 2022-02-28 0001280452 mpwr:PSU2022Member srt:ExecutiveOfficerMember mpwr:VestingFirstQuarterOf2023IfPerformanceConditionsAreMetMember 2022-02-01 2022-02-28 0001280452 mpwr:TimebasedRSUsMember srt:DirectorMember 2022-02-01 2022-02-28 0001280452 mpwr:PSU2022Member mpwr:NonExecutiveEmployeesMember 2022-01-01 2022-03-31 0001280452 mpwr:PSU2022Member srt:MinimumMember mpwr:NonExecutiveEmployeesMember 2022-02-01 2022-02-28 0001280452 mpwr:PSU2022Member mpwr:NonExecutiveEmployeesMember 2022-02-01 2022-02-28 0001280452 mpwr:MSUs2022Member 2022-10-01 2022-10-31 0001280452 mpwr:MSUs2022Member us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-10-31 0001280452 mpwr:MSUs2022Member srt:MinimumMember 2022-10-01 2022-10-31 0001280452 mpwr:MSUs2022Member srt:MaximumMember 2022-10-01 2022-10-31 0001280452 mpwr:MSUs2022Member 2025-10-25 2025-10-25 0001280452 mpwr:MSUs2022Member 2023-01-01 2023-12-31 0001280452 mpwr:PSU2022Member 2022-10-31 0001280452 mpwr:MSUs2022Member 2022-10-31 0001280452 srt:MaximumMember 2023-10-31 0001280452 srt:MaximumMember 2025-02-28 0001280452 mpwr:AxignMember 2024-01-03 0001280452 mpwr:AxignMember 2024-01-03 2024-01-03 0001280452 mpwr:AxignMember 2024-12-31 0001280452 us-gaap:ForeignCountryMember us-gaap:SwissFederalTaxAdministrationFTAMember 2025-01-01 2025-12-31 0001280452 us-gaap:ForeignCountryMember mpwr:OtherForeignTaxAuthorityMember 2025-01-01 2025-12-31 0001280452 mpwr:SwitzerlandFederalTaxAdministrationMember 2025-01-01 2025-12-31 0001280452 mpwr:OtherForeignTaxAuthorityMember 2025-01-01 2025-12-31 0001280452 us-gaap:ForeignCountryMember 2024-12-31 0001280452 us-gaap:ForeignCountryMember 2025-12-31 0001280452 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2022-12-31 0001280452 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2023-01-01 2023-12-31 0001280452 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2023-12-31 0001280452 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2024-01-01 2024-12-31 0001280452 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2024-12-31 0001280452 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2025-01-01 2025-12-31 0001280452 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2025-12-31 0001280452 mpwr:BermudaSubsidiaryMember 2025-01-01 2025-12-31 0001280452 mpwr:BermudaSubsidiaryMember 2024-01-01 2024-12-31 0001280452 us-gaap:StateAndLocalJurisdictionMember 2025-12-31 0001280452 us-gaap:DomesticCountryMember us-gaap:ResearchMember 2025-12-31 0001280452 us-gaap:DomesticCountryMember us-gaap:ResearchMember 2024-12-31 0001280452 country:CN 2025-12-31 0001280452 country:CN 2024-12-31 0001280452 country:US 2025-12-31 0001280452 country:US 2024-12-31 0001280452 country:TW 2025-12-31 0001280452 country:TW 2024-12-31 0001280452 mpwr:OtherRegionMember 2025-12-31 0001280452 mpwr:OtherRegionMember 2024-12-31 0001280452 2025-10-01 2025-12-31 0001280452 us-gaap:SubsequentEventMember 2026-02-01 2026-02-28 0001280452 srt:ScenarioPreviouslyReportedMember 2025-03-31 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-03-31 0001280452 2025-03-31 0001280452 srt:ScenarioPreviouslyReportedMember 2025-01-01 2025-03-31 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-01-01 2025-03-31 0001280452 2025-01-01 2025-03-31 0001280452 srt:ScenarioPreviouslyReportedMember 2025-06-30 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-06-30 0001280452 srt:ScenarioPreviouslyReportedMember 2025-04-01 2025-06-30 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-04-01 2025-06-30 0001280452 2025-04-01 2025-06-30 0001280452 srt:ScenarioPreviouslyReportedMember 2025-01-01 2025-06-30 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-01-01 2025-06-30 0001280452 2025-01-01 2025-06-30 0001280452 srt:ScenarioPreviouslyReportedMember 2025-09-30 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-09-30 0001280452 2025-09-30 0001280452 srt:ScenarioPreviouslyReportedMember 2025-07-01 2025-09-30 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-07-01 2025-09-30 0001280452 2025-07-01 2025-09-30 0001280452 srt:ScenarioPreviouslyReportedMember 2025-01-01 2025-09-30 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-01-01 2025-09-30 0001280452 2025-01-01 2025-09-30 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001280452 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-03-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-03-31 0001280452 us-gaap:RetainedEarningsMember 2025-03-31 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001280452 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-04-01 2025-06-30 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-06-30 0001280452 us-gaap:RetainedEarningsMember 2025-06-30 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-07-01 2025-09-30 0001280452 us-gaap:RetainedEarningsMember 2025-07-01 2025-09-30 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-07-01 2025-09-30 0001280452 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-09-30 0001280452 us-gaap:RetainedEarningsMember 2025-09-30 0001280452 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-09-30 0001280452 mpwr:DemingXiaoMember 2025-10-01 2025-12-31 0001280452 mpwr:MauriceSciammasMember 2025-10-01 2025-12-31 0001280452 mpwr:SariaTsengMember 2025-10-01 2025-12-31 0001280452 mpwr:DemingXiaoMember 2025-12-31 0001280452 mpwr:MauriceSciammasMember 2025-12-31 0001280452 mpwr:SariaTsengMember 2025-12-31 0001280452 mpwr:SariaTseng2Member 2025-10-01 2025-12-31 0001280452 mpwr:SariaTseng2Member 2025-12-31 0001280452 srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-01-01 2025-12-31 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51026 Monolithic Power Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 77-0466789 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1555 Palm Beach Lakes Blvd. , West Palm Beach , Florida 33401 (Address of principal executive offices)(Zip Code) ( 1) ( 561 ) 839-3999 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.001 per share MPWR The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 1 Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing price of the common stock on the Nasdaq Global Select Market on June 30, 2025, was $ 24.7 billion (2) . There were 49,118,000 shares of the registrant’s common stock issued and outstanding as of February 20, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025. (1) We have operations in multiple locations in the U.S., Europe and Asia and have not identified a single location as the Company’s headquarters. We are including this address to comply with the Securities and Exchange Commission’s requirements. (2) Excludes 14,146,000 shares of the registrant’s common stock held by executive officers, directors and stockholders whose ownership exceeds 5% (“affiliates”) of the common stock outstanding at June 30, 2025. Exclusion of such shares should not be construed to indicate that any such person directly or indirectly controls, is controlled by or is under common control with the registrant. 2 Table of Contents Explanatory Note Restatement of Previously Issued Consolidated Financial Statements On February 26, 2026, the Audit Committee of the Board of Directors of Monolithic Power Systems, Inc. (the “Company”), after discussion with senior management and the Company’s independent registered public accountants, determined that the Company’s previously issued audited consolidated financial statements included in its annual report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 3, 2025, and each of the Company’s previously issued unaudited condensed consolidated financial statements included in its quarterly reports on Form 10-Q for each of the quarterly periods in 2025 (each a “Previous Filing” and collectively “Previous Filings”), should no longer be relied upon due to the impact of an unintentional error. The required restatement was discovered in connection with the preparation of this Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company engaged third-party tax service providers in connection with the original determination of the accounting for deferred income taxes associated with a one-time tax incentive granted by a certain foreign jurisdiction. Nevertheless, the Company concluded that in the prior year it had not appropriately accounted for the deferred income taxes associated with the tax incentive. The restatement results in a decrease to income tax benefit, net and net deferred income taxes by $194.6 million in the consolidated financial statements as of and for the year ended December 31, 2024. This Annual Report on Form 10-K includes restated Consolidated Financial Statements as of and for the years ended December 31, 2024. In addition, the Company has restated its unaudited quarterly Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, and Condensed Consolidated Statements of Stockholders’ Equity for each of the quarters in the year ended December 31, 2025. Comparative amounts in 2025 presented in the Company’s Quarterly Reports on Form 10-Q for the periods ending March 31, 2026, June 30, 2026 and September 30, 2026 will be changed retrospectively to reflect the restatement. Accordingly, investors should rely only on the financial information and other disclosures regarding the restated periods in this Form 10-K or in future filings with the Securities and Exchange Commission (as applicable), and not on any Previous Filings, earnings releases or similar communications relating to the restated periods. Refer to Note 2, Restatement of Previously Issued Consolidated Financial Statements and Note 17, Restatement of Previously Issued Condensed Consolidated Financial Statements (unaudited) in the accompanying Consolidated Financial Statements included in Part II, Item 8 for additional information, including the impact on the specific accounts. Items Restated in this Form 10-K Part II, Item 8. Financial Statements and Supplementary Data has been restated, as appropriate, to correct the error noted above. 3 Table of Contents MONOLITHIC POWER SYSTEMS, INC. FORM 10-K FOR THE FISCAL YEAR ENDED December 31, 2025 TABLE OF CONTENTS Page PART I Item 1. Business 7 Information about Executive Officers 11 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 30 Item 1C. Cybersecurity 29 Item 2. Properties 30 Item 3. Legal Proceedings 31 Item 4. Mine Safety Disclosures 31 PART II Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 Item 6. [Reserved] 34 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40 Item 8. Financial Statements and Supplementary Data 41 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 77 Item 9A. Controls and Procedures 77 Item 9B. Other Information 78 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 78 PART III Item 10. Directors, Executive Officers and Corporate Governance 79 Item 11. Executive Compensation 79 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 79 Item 13. Certain Relationships and Related Transactions, and Director Independence 79 Item 14. Principal Accountant Fees and Services 79 PART IV Item 15. Exhibits and Financial Statement Schedules 80 Item 16. Form 10-K Summary 82 Signatures 83 4 Table of Contents FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that have been made pursuant to and in reliance on the provisions of the Private Securities Litigation Reform Act of 1995. These statements include, among others, statements concerning: • the above-average industry growth of product and market areas that we have targeted; • our plans to increase revenue in a diversified way across regions and through the introduction of new products within our existing product families, as well as in new product categories and families; • our mission statement to reduce energy and material consumption to improve all aspects of quality of life and create a sustainable future; • the effects of macroeconomic factors, global economic uncertainties, current and potential global conflicts and global tariffs, export controls and retaliatory measures on the semiconductor industry and our business; • the effect of changes in laws or economic policies in China or the U.S.; • the effect that liquidity of our investments has on our capital resources; • the continuing application of our products in the storage and computing, enterprise data, automotive, industrial, communications and consumer end markets; • estimates of our future liquidity requirements and the sufficiency of our cash, cash equivalents and short-term investments to operate our business; • the cyclical nature of the semiconductor industry; • our belief that we may incur significant legal expenses that vary with the level of activity in each of our current or future legal proceedings; • expectations regarding protection of our proprietary technology; • our business outlook for 2026 and beyond; • the factors that we believe will impact our business, operations and financial condition, as well as our ability to achieve revenue growth; • the expected percentage of our total revenue from various end markets; • our ability to identify, acquire and integrate companies, businesses and products, and achieve the anticipated benefits from such acquisitions and integrations; • the expected impact of various U.S. and international tax laws and regulations, including the H.R.1 Act signed into law on July 4, 2025, on our income tax provision, financial position and cash flows; • our plan to repatriate cash from our foreign subsidiaries; • our ability to fulfill our customers’ evolving needs, enter new market segments and obtain design wins; • our ability to forecast demand accurately and align inventory levels accordingly; • our ability to develop and leverage process technologies as key strategic components of our future growth; • our expectation to capitalize on the length of product life cycles to reduce manufacturing intensity and related emissions; • our ability to recruit and retain application and design engineering personnel; • our expectation to continue devoting significant resources to research and development including related increased expenses; • our ability to engage additional supply chain partners to support future growth and to leverage a diversified and resilient supply chain to reduce exposure to trade- and tariff-related risks; • our intention and ability to execute our stock repurchase program and pay cash dividends and dividend equivalents; • the factors that differentiate us from our competitors; • our ability to timely and adequately remediate our material weakness; and • our restatement of prior financial statements, which may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries. 5 Table of Contents These forward-looking statements generally are identified by the words “would,” “could,” “may,” “should,” “predict,” “potential,” “targets,” “continue,” “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “will,” and similar expressions. All forward-looking statements are based on our current outlook, expectations, estimates, projections, beliefs and plans or objectives about our business, our industry and the global economy, including our expectations regarding the potential impacts of macroeconomic factors, global economic uncertainties, including tariffs, export controls and retaliatory measures, and geopolitical tensions on the semiconductor industry and our business. These statements are not guarantees of future performance and are subject to significant risks and uncertainties. Actual events or results could differ materially and adversely from those expressed in any such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially include those set forth throughout this Annual Report on Form 10-K including, in particular, in the section entitled “Item 1A. Risk Factors.” Except as required by law, we disclaim any duty, and undertake no obligation, to update any forward-looking statements, whether as a result of new information relating to existing conditions, future events or otherwise or to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K and entail significant risks. Readers should carefully review future reports and documents that we file from time to time with the Securities and Exchange Commission (the “SEC”), such as our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Unless stated otherwise or the context otherwise requires, references to the terms “Monolithic Power Systems,” “MPS,” “Registrant,” the “Company,” “we,” “us,” or “our” as used herein are references to Monolithic Power Systems, Inc. and its consolidated subsidiaries. 6 Table of Contents PART I Item 1. Business General Monolithic Power Systems, Inc. is a fabless global company that provides high-performance, semiconductor-based power electronics solutions. Incorporated in 1997, our three core strengths include deep system-level knowledge, strong semiconductor design expertise, and innovative proprietary technologies in the areas of semiconductor processes, system integration, and packaging. These combined advantages enable us to deliver reliable, compact, and monolithic solutions found in storage and computing, enterprise data, automotive, industrial, communications and consumer applications. Our mission is to reduce energy and material consumption to improve all aspects of quality of life and create a sustainable future. We believe that we differentiate ourselves by offering solutions that are more highly integrated, smaller in size, more energy-efficient, more accurate and more reliable with respect to performance specifications and, consequently, more cost-effective than many competing solutions. We plan to continue to introduce new products within our existing product families, as well as new, innovative products that expand our market. We have over 4,500 employees worldwide, with various locations in Asia, Europe and the U.S. Industry and Product Overview Semiconductors comprise the basic building blocks of electronic systems and equipment. Within the semiconductor industry, components can be classified either as discrete devices, such as individual transistors, or integrated circuits (“ICs”), in which a number of transistors and other elements are combined to form a more complicated electronic circuit. ICs can be further divided into three primary categories: digital, analog, and mixed-signal. Digital ICs, such as memory devices and microprocessors, can store or perform arithmetic functions on data that is represented by a series of ones and zeroes. Analog ICs, in contrast, handle real world signals such as temperature, pressure, light, sound, or speed. In addition, analog ICs also perform power management functions, such as regulating or converting voltages, for electronic devices. Mixed-signal ICs combine digital and analog functions onto a single chip and play an important role in bridging real world applications to digital systems. We focus on the market for high performance analog and mixed-signal solutions. High performance products generally are differentiated by functionality and performance factors, which include integration of higher levels of functionality into a single chip or module, greater precision, better power efficiency and density, higher speed, and lower heat and noise. There are several key factors that distinguish the analog and mixed-signal IC markets from digital IC markets. These factors include longer product life cycles, numerous market segments, technology that is difficult to replicate, relative complexity of design and process technologies, importance of experienced design engineers, lower capital requirements and diversity of end markets. We have targeted product and market areas that we believe allow us to operate at above-average growth over the long term compared to the semiconductor industry as a whole. End Markets and Applications We design and develop our products for the storage and computing, enterprise data, automotive, communications, consumer, and industrial end markets. Storage and computing was our largest end market in 2025, closely followed by enterprise data. The following table is a summary of the various key end market applications for our products, and those markets’ contribution as a percentage of our total revenue for the periods presented: Percentage of Total Revenue End Markets Applications 2025 2024 2023 Storage and Computing Memory, storage solutions, notebooks, and graphics cards 26.3 % 22.7 % 27.0 % Enterprise Data Cloud-based and on-premises CPU servers and workstations, and artificial intelligence (“AI”) systems 25.2 % 32.5 % 17.7 % Automotive Advanced driver assistance systems, infotainment, USB connectors, body electronics, motion control, and lighting systems 21.2 % 18.8 % 21.7 % Communications Network infrastructure, satellite communications, optical modules, switches, and other wireless solutions 11.1 % 10.2 % 11.3 % Consumer Home appliances, gaming, smart TVs, lighting, monitors, and stereos 9.1 % 9.1 % 12.9 % Industrial Power sources, industrial meters, security, and other industrial equipment 7.1 % 6.7 % 9.4 % 7 Table of Contents Product Families Our proprietary process and packaging technologies enable us to design and deliver smaller, single-chip power management solutions. These technologies simplify the design process and are applicable across a wide range of analog applications within the storage and computing, enterprise data, automotive, communications, consumer, and industrial end markets. Our key product families include, but are not limited to, the Direct Current (“DC”) to DC, Alternating Current (“AC”) to DC, driver metal-oxide-semiconductor field-effect transistor, power management IC, current limit switch and lighting control products. Our product families are differentiated from those of our competitors with respect to their high degree of integration and strong levels of accuracy, power efficiency, quality and longevity, making them cost-effective and more sustainable relative to many competing solutions. For example, DC to DC solutions are used to convert and control voltages within a broad range of electronic systems, such as cloud-based and on-premises CPU servers and workstations, AI systems, memory, storage solutions, notebooks, infotainment, power sources, home appliances, network infrastructure and satellite communications. We believe our DC to DC products are differentiated in the market, particularly with respect to their high degree of integration, high voltage operation, high load current, high switching speed, small footprint, and high energy efficiency. These features are important to our customers as they are designed to result in fewer components that need to be produced and consumed, a smaller form factor, more accurate regulation of voltages, lower power consumption and, ultimately, lower system cost, increased reliability and lower carbon emissions through the elimination of many discrete components and power devices. In the future, we plan to continue to introduce new products within our existing product families, as well as in new innovative product categories. Our ability to achieve revenue growth will depend, in part, upon our ability to continue to innovate while fulfilling our customers’ evolving needs, enter new market segments, obtain design wins, grow our sales in a diversified way across regions, expand our customer base and continue to secure manufacturing capacity. Customers, Sales and Marketing We have sales offices in various locations in Asia, Europe and the U.S. Our products typically require a highly technical sales and applications engineering effort where we assist our customers in the design and use of our products in their application. We maintain a staff of applications engineers who work directly with our customers’ engineers in the development of their systems’ electronics containing our products. Once we secure our product positioning through our technical sales and applications engineering efforts, we then sell our products to end customers primarily through third-party distributors and value-added resellers. Our third-party distributors are subject to distribution agreements with us, which allow the distributors to sell our products to end customers and other resellers. Our resellers may second source other products and provide other services to customers. In 2025, three distributors accounted for 26%, 18% and 10% of our total revenue. In 2024, two distributors accounted for 31% and 20% of our total revenue. In 2023, three distributors accounted for 26%, 19% and 10% of our total revenue. No other direct customers accounted for more than 10% of our full-year, total revenue in any of the periods presented. Current distribution agreements with several of our major distributors provide that each of them has the non-exclusive right to sell and shall use its best efforts to promote and develop our products in various markets. These agreements provide that payment for purchases from us will generally occur within 30 to 90 days from the date of invoice. In addition, we allow for limited stock rotation in certain agreements. Because our worldwide sales are primarily billed and payable in U.S. dollars, the reporting of our sales is not subject to fluctuating currency exchange rates. However, because a majority of our revenue is attributable to sales to customers in Asia, increases in the relative value of the dollar may create pricing pressures for our products. Our revenue from sales to customers in Asia was 92%, 94% and 87% of our total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Our sales are made primarily pursuant to standard individual purchase orders. Our backlog consists of orders that we have received from customers that have not yet shipped. Because orders in backlog may be subject to cancellation or postponement, and backlog at any particular date is not necessarily representative of actual sales for any succeeding period, we believe that our backlog may not necessarily be a reliable indicator of future revenue. Typical supply chain lead times for orders are generally 16 to 26 weeks. We often build inventory in advance based on our forecast of future customer orders. This subjects us to certain risks, most notably the possibility that sales will not meet our forecast, which could lead to inventories in excess of demand. If excess inventory exists, it may be necessary for us to sell it at a substantial discount, take a significant write-down or dispose of it altogether, any of which would negatively affect our profit margins. In addition, in response to market conditions, we may slow the rate of manufacturing our products, which could result in insufficient inventory levels and reduced sales if we underestimate the demand for our products. Research and Development We have assembled a qualified team of engineers in various locations in Asia, Europe and the U.S. with core competencies in analog and mixed-signal design. Through our research and development efforts, we have developed a collection of intellectual property and know-how that we are able to leverage across our products and markets. These include the development of high efficiency power devices, the design of precision analog circuits and systems, expertise in mixed-signal design, packaging and solution development, integration and the development of proprietary semiconductor process technologies. Our research and development efforts are generally targeted at three areas: systems architecture, circuit design and implementation, and process and packaging technologies. In the area of systems architecture, we are exploring new ways of solving our customers’ system design challenges and are investing in the development of systems expertise in new markets and applications that align well with our core capabilities. In the area of circuit design and implementation, our initiatives include expanding our portfolio of products and adding new features to our products. In the area of process and packaging technologies, we are investing in research and development resources to provide leading-edge analog power processes for our next generation of ICs, as well as innovative packaging technologies for integrated solutions. We believe process technologies are key strategic components to our future growth. 8 Table of Contents Our growth is fueled by our customers’ need for our power-efficient solutions. Consequently, we focus on continually improving the energy efficiency of our products in our research and development efforts in all three targeted areas. Our products are principally positioned to achieve lower power loss and enable significant reductions in circuit board space by shrinking or eliminating many passive components that are otherwise needed by competitors’ offerings. In addition, the life cycles of our products are typically over 10 years, reducing the manufacturing needs and associated carbon emissions associated with the production of replacement products. Patents and Intellectual Property Matters We rely on our proprietary technologies, which include both our proprietary circuit designs for our products and our proprietary manufacturing process technologies. Our future success and competitive position depend in part upon our ability to obtain and maintain protection of our proprietary technologies. In general, we have elected to pursue patent protection for aspects of our circuit and device designs that we believe are patentable and to protect our manufacturing process technologies by maintaining those process technologies as trade secrets. As of December 31, 2025, we had 2,231 patents/applications issued or pending, of which 654 patents have been issued in the U.S. Our issued patents are scheduled to expire at various times through December 2045. Our patents are material to our business, but we do not rely on any one particular patent for our success. We also rely on a combination of nondisclosure agreements and other contractual provisions, as well as our employees’ commitment to confidentiality and loyalty, to protect our technology, know-how and processes. We also seek to register certain of our trademarks as we deem appropriate. We have not registered any of our copyrights and do not believe registration of copyrights is material to our business. Despite precautions that we take, it may be possible for unauthorized third parties to copy aspects of our current or future technology or products or to obtain and use information that we regard as proprietary. There can be no assurance that the steps we take are adequate to protect our proprietary rights, that our patent applications will lead to issued patents, that others will not develop or patent similar or superior products or technologies, or that our patents will not be challenged, invalidated or circumvented by others. Furthermore, the laws of the countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as laws in the U.S. Our failure to adequately protect our proprietary technologies could materially harm our business. The semiconductor industry is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights. Patent infringement is an ongoing risk, in part because other companies in our industry could have patent rights that may not be identifiable when we initiate development efforts. Litigation may be necessary to enforce our intellectual property rights, and we may have to defend ourselves against infringement claims. Such litigation can be very costly and may divert our management resources. Further, we have agreed to indemnify certain of our customers and suppliers in some circumstances against liability from infringement by our products. In the event any third party were to make an infringement claim against us or our customers, we could be enjoined from selling selected products, could be required to indemnify our customers or suppliers, or could pay royalties or other damages to third parties. If any of our products are found to infringe and we are unable to obtain necessary licenses or other rights on acceptable terms, we would either have to change our product so that it does not infringe or stop making the infringing product, which could have a material adverse effect on our operating results, financial condition and cash flows. Manufacturing We utilize a fabless business model, working with third parties to manufacture, assemble and test our ICs. This fabless approach allows us to focus our engineering and design resources on our strengths and to reduce our fixed costs and capital expenditures. In contrast to many fabless semiconductor companies, which utilize standard process technologies and design rules established by their foundry partners, we have developed our own proprietary process and packaging technologies and collaborate with our foundry partners to install our technologies on equipment in their facilities for use on our behalf. This close collaboration and control over the manufacturing process have historically resulted in favorable yields and product performance for our ICs. We maintain a diversified and adaptable supply chain. We currently contract with several suppliers to manufacture our wafers in foundries located in China, Taiwan, South Korea and Singapore. Once our silicon wafers have been produced, they are shipped to facilities in China, Taiwan, Singapore, Malaysia and South Korea that we and our partners utilize for wafer sort, which is a testing process performed to identify non-functioning dies. Our semiconductor products are then assembled and packaged by independent subcontractors in China, Taiwan, Malaysia and South Korea. The assembled ICs are then sent for final testing to facilities in China, Taiwan, Singapore, Malaysia and South Korea that we and our partners utilize prior to shipping to our customers. The manufacturing facilities we utilize in Asia enable us to benefit from shorter manufacturing cycle times and lower labor and overhead costs. We have expanded our product testing capabilities in these facilities and are able to take advantage of the rich pool of local engineering talent to expand our manufacturing support and engineering operations. In addition, diversifying our manufacturing footprint across multiple countries helps mitigate operational risks and enhances our ability to adapt and maintain continuity. Competition The analog and mixed-signal semiconductor industry is highly competitive, and we expect competitive pressures to continue. Our ability to compete effectively and to expand our business will depend on our ability to continue to recruit both applications engineering and design engineering personnel, our ability to introduce new products, our ability to maintain the rate at which we introduce these new products, and our ability to meet our end customers’ energy efficiency goals. Our industry is characterized by decreasing average selling prices over the life of a product. We compete with domestic and international semiconductor companies, many of which have substantially greater financial and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products. In some cases, our competitors have a broader number of product offerings that may enable them to more effectively market and sell to customers and engage sales partners. We are in direct and active competition, with respect to one or more of our product lines, with several manufacturers of such products. We consider our primary competitors to include Analog Devices, Infineon Technologies, NXP Semiconductors, ON Semiconductor, Power Integrations, Renesas Electronics, ROHM Semiconductor, Semtech, STMicroelectronics and Texas Instruments. 9 Table of Contents We expect continued competition from existing competitors as well as competition from new entrants into the semiconductor market. We believe that we are competitive in the markets in which we sell because our ICs and solutions are typically smaller in size, are highly integrated with lower energy consumption, and achieve higher performance specifications than most of our competitors. However, there is no assurance that our products will continue to compete favorably or that we will be successful in the face of increasing competition from new products introduced by existing competitors or new companies entering our markets. In addition, there has historically been a high level of consolidation in the semiconductor industry. If these or future acquisitions are successful, competition may intensify, as our competitors add resources with which to compete against us. We operate in the cyclical semiconductor industry. While we are subject to industry downturns, we have targeted product and market areas that we believe allow us to operate at above average industry performance levels over the long term. Government Regulations We are subject to international, federal and local legislation, regulations, and other requirements relating to the discharge of substances into the environment; the treatment, transport, and disposal of hazardous wastes; recycling and product packaging; worker health and safety; and other activities affecting the environment, our workforce, and the management of our manufacturing operations and research and development. We believe that our operations and facilities comply in all material respects with applicable environmental laws and worker health and safety laws. We and our supply chain, including the end products which contain our products, are also subject to import/export controls, tariffs, and other trade-related regulations and restrictions in the countries in which we, our supply chain or the providers of such end products, have operations or otherwise do business. Government regulations and import/export controls can be complex and are subject to change in the future, in some cases unexpectedly, and accordingly, we are unable to assess the possible effect on our business and financial results of compliance with future requirements. Our efforts to comply with these government regulations could have material impacts on our capital expenditures, operating expenses, revenue, margins, resource allocation, operations, competitive position, or financial condition, and the magnitude and duration of such impacts are uncertain and difficult to quantify. Refer to “Item 1A. Risk Factors” for further discussion of material risks related to government policies and regulations on environmental laws, international trade policies and restrictions, including tariffs on imports of foreign goods and regulations restricting the export of goods and services between the U.S. and China. Human Capital Management Our performance is substantially dependent on the performance of our executive officers and key employees. Due to the relative complexity of the design of our analog and mixed-signal ICs, our engineers generally have many years of experience and greater circuit design aptitude. Analog engineers with advanced skills are limited in number and difficult to replace. The loss of the services of key officers, managers, engineers and other technical personnel would materially harm our business. Our future success depends, in part, on our ability to attract, train, retain, and motivate highly qualified technical and managerial personnel, and there can be no assurance we will be successful. As of December 31, 2025, we employed 4,501 employees in various locations in Asia, Europe and the U.S., compared with 4,017 employees as of December 31, 2024. Certain employees are subject to collective bargaining agreements. We have never experienced an employee-based work stoppage or strike. We strive to maintain a culture that encourages innovation and create a workplace that values a broad range of skill sets and experience, a healthy and safe environment, and professional growth opportunities: • We continue to recruit and sponsor talent from a broad candidate pool through various university recruitment programs and partnerships. We provide unconscious bias training to promote an environment of inclusivity. We do not tolerate discrimination of any kind and have policies for reporting concerns or violations. • We are an equal-opportunity employer, and we make employment decisions based on merit and business needs. Our total compensation packages are competitive, fair, and structured to encourage employees to invest in our future. We also sponsor a 401(k) retirement savings plan for our U.S. employees with matching employer contributions. • We provide employees with access to various learning tools and resources to explore their interests and develop their business skills and knowledge. • We have occupational health and safety management systems and environmental management plans in place. They include our standards for chemical and hazardous waste management, rules on the use of personal protective equipment, and safety training plans. Our largest testing facilities in Chengdu, China are ISO 14001 and ISO 45001 certified. • We support the well-being of our employees. In certain offices, we offer onsite flu and vaccine shot clinics and other annual health checkups and workshops. Our largest facilities have amenities including fitness centers, sport courts and private rooms for nursing. We also offer free exercise classes, strength training and yoga in some of our offices. 10 Table of Contents Available Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports that are filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge. They may be obtained from our website at www.monolithicpower.com under “Investor Relations” as soon as reasonably practicable after we electronically file such documents with, or furnish them to, the SEC, or at the SEC website at www.sec.gov. We also make available on our website certain corporate documents and policies, including the charters for our audit committee, compensation committee, and nominating and corporate governance committee, our code of ethics, our director voting policy and our code of social responsibility. In addition, we will disclose on our website any amendments to, or waivers from, our code of ethics. We also disclose on our website our report on the environment, social responsibility and governance. Information contained on our website is not a part of this Annual Report on Form 10-K. Information About Executive Officers Information regarding our executive officers as of February 27, 2026 is as follows: Name Age Position Michael Hsing 66 President, Chief Executive Officer and Director Bernie Blegen (1) 68 Executive Vice President, Chief Financial Officer Deming Xiao 63 Executive Vice President, Global Operations Maurice Sciammas 66 Executive Vice President, Worldwide Sales and Marketing Saria Tseng 55 Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary (1) Effective immediately following the filing of this Annual Report on Form 10-K, Mr. Blegen will cease to serve as Executive Vice President and Chief Financial Officer. Mr. Rob Dean, our current Corporate Controller, will commence serving as the Interim Chief Financial Officer at that time. Michael Hsing founded MPS in 1997 and currently serves as our President, Chief Executive Officer, Chairman of the Board of Directors. Prior to founding MPS, Mr. Hsing was a Senior Silicon Technology Developer at several analog IC companies, where he developed and patented key technologies, which set new standards in the Power Electronics industry. In 2004, Mr. Hsing took the company through its IPO. Under his leadership, we are constantly creating cutting-edge products to improve the quality of life with green, easy-to-use systems solutions. Bernie Blegen currently serves as Executive Vice President and Chief Financial Officer. He has served as our Chief Financial Officer since July 2016 and is responsible for finance, accounting, tax, treasury and investor relations. From August 2011 to March 2016, Mr. Blegen served as our Corporate Controller, and from March 2016 to July 2016, as our interim Chief Financial Officer. Mr. Blegen joined us with more than 25 years of experience in corporate strategy, mergers and acquisitions, tax, finance and accounting in the semiconductor, software and publishing industries. Prior to joining us, Mr. Blegen held a number of executive finance and accounting positions for other publicly traded technology companies, including Xilinx, Inc. and Credence Systems. Mr. Blegen holds a B.A. from the University of California, Santa Barbara. Deming Xiao currently serves as our Executive Vice President of Global Operations. He served as our President of Asia Operations since January 2008. Since joining us in May 2001, Mr. Xiao held several executive positions, including Foundry Manager and Senior Vice President of Operations. Before joining us, from June 2000 to May 2001, Mr. Xiao was Engineering Account Manager at Chartered Semiconductor Manufacturing, Inc. Prior to that, Mr. Xiao spent 6 years as Manager of Process Integration Engineering at Fairchild Imaging Sensors. Mr. Xiao holds a B.S. in Semiconductor Physics from Sichuan University, Chengdu, China and an M.S.E.E. from Wayne State University. Maurice Sciammas currently serves as our Executive Vice President of Worldwide Sales and Marketing. Mr. Sciammas joined us in July 1999 and served as Senior Vice President of Worldwide Sales and Marketing until he was appointed to his current position. Before joining us, he was Director of IC Products at Supertex from 1990 to 1999. He has also held positions at Micrel, Inc. He holds a B.S.E.E. degree from San Jose State University. Saria Tseng currently serves as Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary. She has served as our Vice President, General Counsel and Corporate Secretary since 2004 and additionally as our Vice President, Strategic Corporate Development since 2009. Ms. Tseng joined the Company from MaXXan Systems, Inc., where she was Vice President and General Counsel from 2001 to 2004. Previously, Ms. Tseng was an attorney at Gray Cary Ware & Freidenrich, LLP and Jones, Day, Reavis & Pogue. Ms. Tseng is a member of the state bar in both California and New York and is a member of the bar association of the Republic of China (Taiwan). Ms. Tseng holds Master of Laws degrees from the University of California at Berkeley and the Chinese Culture University in Taipei. 11 Table of Contents Item 1A. Risk Factors Our business involves numerous risks and uncertainties, including but not limited to the material risks described below. This section should be read in conjunction with all the other information in this Annual Report on Form 10-K and our other filings with the SEC. If any of these risks materialize from time to time, then our business, reputation, financial condition, operating results, and growth prospects could be materially and adversely affected. In such an event, the trading price of our common stock could decline, and you could lose all or part of your investment in our common stock. Additional risks, trends and uncertainties may arise that could also harm our business, reputation, financial condition, operating results, and growth prospects. Our past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. These risks include those related to forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. Risk Factors Summary The following summary description sets forth an overview of the material risks we are exposed to in the normal course of our business activities. The summary does not purport to be complete and is qualified in its entirety by reference to the full risk factor discussion immediately following this summary description. We encourage you to read the full risk factor discussion carefully. Our revenue and expenses are difficult to predict, have varied significantly in the past, and could fluctuate significantly in the future due to numerous risks and uncertainties, many of which are beyond our control. As a result, we may not be profitable on a quarterly or annual basis. Our business, results of operations and financial condition, as well as your investment in our common stock, could be materially and adversely affected by any of the following material risks: • our dependence on the markets in Asia for our customer base, which may expose us to political, cultural, regulatory, economic, foreign currency and operational risks; • inherent risks associated with the operation in China, which could increase product costs or cause a delay in product shipments; • changes in general economic conditions in the countries where our products are sold or used, particularly those in China; • the impact of extensive Chinese government regulations, reduction or elimination of incentives, and uncertainties with respect to China’s legal system, on us and our manufacturing partners and suppliers; • changes in international trade policy, such as tariffs on imports of foreign goods and regulations restricting the export of goods and services, between the U.S. and China or other countries; • political and other risks in Taiwan and Hong Kong due to their tense relationships with China; • fluctuations in the value of the U.S. Dollar relative to other currencies, including the Renminbi; • our reliance on key suppliers in China, which may expose us to political, cultural, regulatory, economic, foreign exchange, operational and capacity shortage risks; • our ability to achieve growth rates or financial performance comparable to past years; • changes in general demand for electronic products in the end markets that we serve; • our ability to accurately forecast sales and expenses due to the nature of our business as a component supplier; • our ability to timely develop and introduce new products, and the acceptance of our new products in the marketplace; • our dependency on a limited number of customers for a significant portion of our revenue; • potential product liability risks due to defects or failures to meet specifications; • lengthy sales cycles for our products balanced against the fixed nature of a substantial portion of our expenses; • availability of adequate manufacturing capacity from our suppliers, and our ability to increase product sales in spite of capacity challenges; 12 Table of Contents • increases in unanticipated costs as a result of increasing manufacturing capacity; • our dependency on third-party suppliers for wafer purchases and other key components, and potential increases in prices for such materials due to general capacity shortages; • our ability to deliver products on a timely basis despite disruptions in our relationships with assembly and test subcontractors; • our ability to manage our inventory levels, including the levels of inventory held by our distributors; • increases in manufacturing costs due to commodity price increases; • the highly cyclical nature of the semiconductor industry, and increased competition due to industry consolidation; • competition from companies with greater financial and technological resources, and customers developing products internally; • the impact of system upgrades, cyberattacks or other system security, data protection and privacy breaches on our business operations; • our significant investment of resources in research and development that may not result in increased future sales; • our ability to realize the anticipated benefits of any business acquisitions and other strategic investments; • the impact of new tax laws and interpretations of those laws on our tax provision and tax planning; • examination of our income tax returns, which could result in changes in effective tax rates or other adverse outcomes; • the complexity of certain accounting areas; • risks in connection with our internal control over financial reporting, the identified material weakness and the restatement of our prior financial statements; • our failure to comply with various governmental laws and regulations, including anti-corruption laws, export control laws, environmental laws, regulation and reporting standards related to environmental, social and governance (“ESG”); • our ability to successfully defend ourselves in legal proceedings and protect our intellectual property, and the significant increase in legal expenses as a result of such proceedings; • risks in connection with the use of open source code software; • the loss of key personnel and our ability to retain key employees to maintain or upgrade our business systems and maintain internal controls; • risks associated with owning our stock, including volatility in our trading price due to our business and financial performance, analyst downgrades, failure to meet our own or analyst expectations, short positions in our common stock, changes to our stock repurchase or dividend program, and dilution from issuance of additional shares; and • economy and geopolitical uncertainties and risks associated with business continuity in the event of natural or other disasters including pandemics, war, climate crises and other natural disasters. 13 Table of Contents Risks Associated with Our Significant Operations in Asia, Particularly in China We derive most of our revenue from direct or indirect sales to customers in Asia and have significant operations in Asia, which may expose us to political, cultural, regulatory, economic, foreign exchange, and operational risks. We derive most of our revenue from customers located in Asia through direct sales or indirect sales under distribution arrangements and value-added reseller agreements with parties located in Asia. As a result, we are subject to significant risks due to this geographic concentration of business and operations. For the year ended December 31, 2025, 92% of our total revenue was from customers in Asia. There are risks inherent in doing business in Asia, and internationally in general, including: • changes in, or impositions of, legislative or regulatory requirements or restrictions, including tax and trade laws in the U.S., and in the countries in which we manufacture or sell our products, and governmental action or restrict our ability to sell to foreign customers where sales of products may require export licenses; • trade restrictions imposed by the U.S. related to goods imported from regions in China with records of forced labor and other human rights issues; • changes in U.S. laws, or the interpretation and enforcement of these laws, regarding investment in China or other countries; • fluctuations in the value of the U.S. Dollar relative to other currencies, which could affect the competitiveness of our products; • transportation delays and other supply chain issues; • changes in tax regulations in China that may impact our tax status in Chengdu, Hangzhou and other regions where we have significant operations; • multi-tiered distribution channels that may diminish visibility to end customer pricing and purchasing patterns; • international political relationships and acts or threats of war; • terrorism and threats of terrorism; • adverse weather conditions or other natural disasters that may cause work stoppages and affect our operations in China; • work stoppages due to economic, social and political instability; • longer accounts receivable collection cycles; • currency exchange rate fluctuations impacting intercompany transactions; • enforcing contracts; and • less effective protection of intellectual property and contractual arrangements. If we fail to expand our customer base and significantly reduce the geographic concentration of our customers, we will continue to be subject to the foregoing risks, which could materially and adversely affect our business, financial condition and results of operations. There are inherent risks associated with the operation of our manufacturing and testing facilities in China, which could increase product costs or cause a delay in product shipments. We have manufacturing and testing facilities in China. We face the following risks, among others, with respect to our operations in China: • challenges to hire and maintain a qualified workforce; • natural disasters such as earthquakes, flooding, severe heatwaves or droughts, which could result in power outages, water restrictions or grid constraints that impact our facilities; • challenges to maintain appropriate and acceptable manufacturing controls; and • higher than anticipated overhead and other operational costs. If we are unable to maintain our facilities in China at full operational status with qualified workers, appropriate manufacturing controls and reasonable cost levels, we may incur costs higher than our current expense levels, which would affect our gross margins and operating expenses. In addition, if capacity restraints result in significant delays in product shipments, our business and results of operations would be materially and adversely affected. 14 Table of Contents Our business has been and may be significantly impacted by worldwide economic conditions, in particular changing economic conditions in China. Our operations and performance depend significantly on global economic conditions. Adverse macroeconomic conditions, including inflation, slowing growth, recession, stagflation, new or increased tariffs and other barriers to trade, tighter credit, higher interest rates, currency fluctuations, higher unemployment, labor shortages, lower capital expenditures by businesses, and lower consumer confidence and spending, have in the past, and could in the future, have a material adverse effect on logistics, demand for our products, and our product and operational costs. For example, to the extent there are economic uncertainties, some of our customers may cancel, decrease or delay their existing and future orders with us, which could impact our financial results and make our forecasting much more difficult. Demand for our products is a function of the health of the economies in the U.S., Europe, China and the rest of Asia. We cannot predict the timing, strength or duration of any economic disruptions, such as those resulting from global economic uncertainties, changes to trade laws and policies by the U.S. administration, and current and potential global conflicts, or the rate or magnitude of economic recovery worldwide, in our industry, or in the different markets that we serve. We also may not accurately assess the impact of changing market and economic conditions on our business and operations, resulting in excess or insufficient inventory, increased costs, inability to forecast and adverse effects on our financial condition or operating results. These and other economic factors could have a material adverse effect on demand for our products, and on our financial condition and operating results. In particular, since we have significant operations in China, our business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in China or in U.S./China relations. The current stagnation in China’s economy has adversely impacted, and could further adversely impact, our customers, prospective customers, suppliers, distributors and partners in China, which could have a material adverse effect on our operating results and financial condition. We and many of our manufacturing partners and suppliers are subject to extensive Chinese government regulations, and the benefit of various incentives from Chinese governments that we and many of our manufacturing partners and suppliers receive may be reduced or eliminated, which could increase our costs or limit our ability to sell products and conduct activities in China. The Chinese government has broad discretion and authority to regulate the technology industry in China. Additionally, the Chinese government has implemented policies from time to time to regulate economic activities in China. It exercises significant control over China’s economy through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Any additional regulations or the amendment, or reinterpretation of previously implemented regulations could require us and our manufacturing partners and suppliers to change our business plans, increase our costs, or limit our ability to manufacture or sell products and conduct business activities in China, which could materially and adversely affect our business and operating results. The Chinese provincial and local governments have also provided, and may continue to provide, various incentives to encourage the development of the semiconductor industry in China. Such incentives include cash awards, tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to our manufacturing partners, suppliers and us. Any of these incentives could be reduced or eliminated by governmental authorities at any time, which could materially and adversely affect our business and operating results. Uncertainties with respect to China’s legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations in China could materially and adversely affect our operations. China’s legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. Since China’s legal system continues to rapidly evolve, the interpretations and enforcement of these laws and regulations are not always uniform and involve uncertainties. In addition, any new or amended laws and regulations related to foreign investments, manufacturing or other matters could have a material adverse effect on our business and our ability to operate business in China. From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since China’s administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection than those that may be provided in other jurisdictions. These uncertainties or adverse rulings may impede our ability to enforce contracts in China and could materially and adversely affect our business and results of operations. Furthermore, China’s legal system is based in part on government policies and internal rules, some of which are not published on a timely basis, or at all, and may have retroactive effects. As a result, we may not be aware of our violation of any of these policies and rules until some time after the violation may have occurred. Such unpredictability regarding our contractual, property and procedural rights and any failure to quickly respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations and execute on our business plans in China. 15 Table of Contents We are subject to export laws, trade policies and restrictions including international tariffs that could materially and adversely affect our business and results of operations. We are subject to U.S. laws and regulations that could limit or restrict the export of some of our products, supplies and services and may restrict our transactions with certain customers, business partners and other individuals, including, in certain cases, dealings with or between us and our employees and subsidiaries. In certain circumstances, export controls and economic sanctions may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. Compliance with these laws and regulations has not materially limited our operations or our sales, but could in the future, which would materially and adversely affect our business and results of operations. We maintain an export compliance program, but our compliance controls could be circumvented, exposing us to legal liabilities, sanctions and restrictions on our business. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. Although these restrictions and laws have not materially restricted our operations in the past, they could do so in the future, which would materially and adversely affect our business and results of operations. In addition, U.S. laws and regulations and sanctions, or threat of sanctions, that could limit or restrict the export of some of our products and services may also encourage our customers to develop their own solutions to replace our products, or seek to obtain a greater supply of similar or substitute products from our competitors that are not subject to these restrictions, which could materially and adversely affect our business, financial condition and results of operations. Furthermore, our customers’ end products and systems that incorporate our components could be subject to export laws, trade policies and other sales restrictions, which could indirectly affect our business, financial conditions and results of operations. For example, the increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI, and may in the future result in additional restrictions impacting the sales of AI technologies or products. Any of such regulatory restrictions could, in turn, impact the sales of our products supporting AI applications. We are also subject to U.S. laws restricting or prohibiting investments in certain countries, that may harm our ability to purchase from, invest in, or collaborate with, companies in those countries and could subject us to fines, penalties or other enforcement action. There have been several rounds of U.S. tariffs on Chinese goods that have taken effect in the past few years, as well as additional tariffs imposed by the U.S. administration in 2025, some of which prompted, and could prompt additional, retaliatory Chinese tariffs on U.S. goods. The institution of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively affecting both countries’ overall economic condition, as well as our business and financial results. If these tariffs continue or additional tariffs are imposed in the future, they could have a negative impact on us as we have significant operations in China and the U.S. Additionally, the imposition of tariffs is dependent upon the classification of goods under the U.S. Harmonized Tariff System (“HTS”) and the country of origin of the goods. Determination of the HTS and the origin of the goods is a technical matter that can be subjective in nature. Accordingly, although we believe our classifications of both HTS and origin are appropriate, there is no certainty that our assessment will be consistent with that of the U.S. government. If the U.S. government does not agree with our determinations, we could be required to pay additional amounts, our ability to sell products in the U.S. may be restricted or eliminated, we may be required to change our suppliers or supply routes and we may incur substantial additional costs or potential penalties. We face political and other risks conducting business in Taiwan and Hong Kong, particularly due to their tense relationships with China. We have significant business operations in Taiwan, and many of our manufacturing partners, suppliers and customers are located in Taiwan. Accordingly, our business, financial condition and results of operations may be affected by changes in governmental and economic policies in Taiwan, social instability and diplomatic and social developments in or affecting Taiwan due to its unique international political status. Although Taiwan and China have significant economic and cultural relations, we cannot assure that relations between Taiwan and China will not face political, military or economic challenges or actions in the future. Any deterioration in the relations between Taiwan and China, and other factors affecting military, political or economic conditions in Taiwan or elsewhere in Asia, could disrupt our business operations and materially and adversely affect our results of operations. In addition, the Chinese government has promulgated various laws and regulations impacting economic and political stability within Hong Kong where many of our customers are located. Due to the sensitive political climate these laws and regulations created, there are risks that these laws and regulations, or future, more stringent laws or regulations, may trigger sanctions or other forms of restrictions by foreign governments including the U.S., which could affect companies, including us, conducting business in Hong Kong. It is difficult for us to predict the impact, if any, the implementation of these laws and regulations will have on our business, as such impact will depend on future developments, which are highly uncertain and cannot be predicted. Fluctuations in the value of the U.S. Dollar relative to other currencies, including the Renminbi, may adversely affect our results of operations. Many of our manufacturing and other suppliers are and will continue to be primarily located in China for the foreseeable future. Recently, there has been an increased level of global currency fluctuation and volatility. If the value of the Renminbi rises against the U.S. Dollar, there could be an increase in our manufacturing costs relative to competitors who have manufacturing facilities located outside China, which could adversely affect our financial results and operations. In addition, our sales are primarily denominated in the U.S. Dollar. If the value of the U.S. Dollar rises against other currencies, it may adversely affect the demand for our products in international markets, which could negatively and materially impact our business and results of operations. We incur foreign currency exchange gains or losses related to certain transactions, including intercompany transactions between the U.S. and our foreign subsidiaries, that are denominated in currencies other than the functional currencies used by those subsidiaries. Fluctuations in the value of the U.S. Dollar relative to foreign currencies could increase the amount of foreign currency exchange losses we record, which could have an adverse and material impact on our results of operations. 16 Table of Contents A significant portion of our manufacturing, testing, assembly and packaging capacity comes from suppliers in China, which exposes us to political, cultural, regulatory, economic, foreign exchange, operational risks and capacity shortage risks. A significant portion of our manufacturing, testing, assembly and packaging capacity comes from key suppliers located in China. As a result, we are subject to significant political, regulatory, tax, economic, foreign exchange, and operational risks due to this geographic concentration in our business. Although we have made significant progress in diversifying capacity outside of China, there is no guarantee that our progress is sufficient or will be sufficient to mitigate these risks. Furthermore, we cannot guarantee that our new manufacturing, testing, assembly and packaging partners will not be costlier than our legacy partners in China. In addition, as we pivot our manufacturing, testing, assembly and packaging capacity concentration from China to another region, we will be subject to the risks of doing business in that particular region. If we decide to further diversify our capacity, it could be costly due to lost pricing benefits from production volume, as well as the time and cost to qualify new partners. Furthermore, there is no guarantee that the quality of the products from new suppliers will be acceptable to us, or that these suppliers will be able to meet our demand. Risks Associated with Product Demand and Sales We may not achieve growth rates or financial performance comparable to past years. In the past, our revenue increased significantly in certain years due to increased sales of certain of our products. We are subject to numerous risks and factors that could cause a decrease in our growth rates, or a decline in revenue compared to past periods, including increased competition, loss of, or reductions in demand or the growth rate of demand from, certain of our customers, unfavorable changes in our operations, changing technologies and customer requirements and demand, reduced global electronics demand, a deterioration in market conditions including as a result of the global economic uncertainties and tariffs, end customer market downturns, market acceptance and penetration of our current and future products, and litigation. A decrease in our rate of growth, or a decline in revenue, could materially and adversely affect our business and results of operations. If demand for our products declines in the major end markets that we serve, our revenue will decrease and our results of operations and financial condition would be materially and adversely affected. We believe that the application of our products in the storage and computing, enterprise data, automotive, industrial, communication and consumer end markets will continue to account for the majority of our revenue. If we are not able to accurately predict new end markets to serve or if the demand for our products declines in certain of our current major end markets, our revenue would decrease compared to prior year periods and our results of operations and financial condition would be materially and adversely affected. In addition, as technology evolves, the requirement to integrate the functionalities of various components, including our discrete semiconductor products, onto a single chip and/or onto other components of systems containing our products increases. Should our customers require integrated solutions that we do not offer, or if our products cannot be integrated effectively into changing technological requirements of our customers, demand for our products could decrease, and our business, financial condition and results of operations would be materially and adversely affected. Due to the nature of our business as a component and solution supplier, we may have difficulty both in accurately predicting our future revenue and appropriately managing our expenses. Because we provide components and solutions for end products and systems, demand for our products is influenced by our customers’ end product demand. As a result, we may have difficulty in accurately forecasting our revenue and expenses. Our expenses and revenue depend on the timing, size, and speed of commercial introductions of end products and systems that incorporate our products, all of which are inherently difficult to forecast, as well as the ongoing demand for previously introduced end products and systems. In addition, demand for our products is influenced by our customers’ ability to manage their inventory. Our sales to distributors are also subject to higher volatility because they service demand from multiple levels of the supply chain which, in itself, is inherently difficult to forecast. All of these factors continue to be exacerbated by the adverse effects of macroeconomic factors, including inflation, increased interest rates, decreased economic output, fluctuations in currency rates, geopolitical tensions, global tariffs and retaliatory measures and announcements regarding the same. If our customers reduce their orders from us, do not manage their inventory correctly or misjudge their customers’ demand, our shipments to and orders from our customers may vary significantly or decline on a quarterly basis, and we may have difficulty forecasting our expenses and inventory levels, which could reduce our revenue or revenue opportunities, result in inventory write-offs, and adversely affect our financial condition and results of operations. We may be unsuccessful in developing and selling new products with margins similar to, or better than, what we have experienced in the past, which could impact our overall gross margin and financial performance. Our success depends on our development and sale of products that are differentiated in the market, with gross margins that have historically been above industry averages. Should we fail to improve or maintain our gross margins in the future, and accordingly develop and introduce sufficiently differentiated products that result in higher gross margins than industry averages or meet or exceed our historical margins, our business, financial condition and results of operations could be materially and adversely affected. We may be unsuccessful in developing and selling new products or in penetrating new markets required to maintain or expand our business. Our competitiveness and future success depend on our ability to design, develop, manufacture, assemble, test, market, and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our product markets could have a material adverse effect on our competitive position within these markets. Our failure to timely develop new technologies or to react quickly to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenue, and/or a loss of market share to competitors. As we develop new product lines, we must adapt to market conditions that may be unfamiliar to us, such as competitors and distribution channels that are different from those we have known in the past. Some of our new product lines require us to re-equip our labs to test parameters we have not tested in the past. If we are unable to adapt rapidly to these new conditions, we may not be able to successfully penetrate new markets. The success of a new product depends on our ability to achieve design wins with key distributors and end customers, as well as our ability to accurately forecast long-term market demand and future technological developments, as well as on a variety of other factors, including: • timely and efficient completion of process design and device structure improvements; 17 Table of Contents • timely and efficient implementation of manufacturing, assembly, and test processes; • the ability to secure and effectively utilize fabrication capacity in different geometries; • product performance; • integration with other components and technologies; • product availability and pricing; • product quality and reliability; and • effective marketing, sales and services. To the extent that we fail to timely obtain design wins, introduce new products or to quickly penetrate new markets, our business, financial condition and results of operations could be materially and adversely affected. The loss of any significant distributors, value-added resellers or direct or indirect customers, or failure to collect accounts receivable from them could adversely affect our financial position and results of operations. We market our products either through distribution arrangements and value-added resellers, or through our direct sales to customers. A relatively small number of distributors account for a significant portion of our revenues. Specifically, our top three customers, all of which are distributors, accounted for an aggregate of 54%, 61% and 55% of our revenue in the years ended December 31, 2025, 2024 and 2023, respectively. Concentration in a small number of distributors increases our exposure to their credit profiles, inventory practices, covenant constraints, and strategic priorities, any of which can amplify order volatility or returns. If we lose a major customer or a major customer changes their products or technologies or chooses to purchase our competitors’ products such that they decrease, or eliminate the amount of our products they purchase, and we are not able to replace such customers with additional orders from other customers, this could result in a material adverse impact on our financial condition and results of operations. Significant deterioration in the liquidity or financial condition of any of our major customers or any group of our customers could have a material adverse impact on the collectability of our accounts receivable and our financial condition and operating results. While we could partner with other distributors or value-added resellers to replace any of our customers, the change in business partners could interrupt our operations, require us to identify and qualify new partners, and have a materially adverse impact on our business, financial condition and results of operations. Moreover, we believe a high percentage of our products are eventually sold to a number of original equipment manufacturers (“OEMs”) and original design manufacturers (“ODMs”). Although we communicate with OEMs and ODMs to achieve “design wins,” which are decisions by OEMs and ODMs to incorporate our products, we do not have purchase commitments from these customers. Therefore, there can be no assurance that the OEMs and ODMs will continue to incorporate our ICs into their products, even if we may have secured a design win with them. OEM and ODM technical specifications and requirements can change rapidly, and we may not have products that fit new specifications from an end customer for whom we have had previous design wins. We cannot be certain that we will continue to achieve design wins from large OEMs and ODMs, or that the OEMs and ODMs will be successful in selling products that incorporate our ICs. Furthermore, we may not be able to maintain or increase sales to our key direct or indirect customers for other reasons, including: • many of our customers have pre-existing or concurrent relationships with our current or potential competitors, including, in some cases, suppliers with a broader array of products than we offer, that may affect our customers’ decisions to purchase our products; • our customers face intense competition from other manufacturers that do not use our products; • our customers may be subject to investigations and litigation that could result in injunctive or other relief that negatively impacts sales of their products, which in turn would result in a decrease in demand for our products; and • our customers regularly evaluate alternative sources of supply in order to diversify their supplier base, which could result in lower sales of our products or a decrease in growth of sales of our products, and increase their negotiating leverage with us. A material reduction in orders, or rumors or threats of same, by any of our significant direct or indirect customers, could reduce our revenue, cause a decline in our stock price, and adversely affect our financial condition and results of operations. Our products must meet specifications, and undetected defects and failures may occur, which may cause customers to return or stop buying our products and may expose us to product liability risk. Our customers generally establish demanding specifications for quality, performance, energy efficiency and reliability that our products must meet. ICs as complex as ours often encounter development delays and may contain undetected defects or failures when first introduced or after commencement of commercial shipments, which might require product replacement or recall. Further, our third-party manufacturing processes or changes thereto, or changes in the materials used in the manufacturing processes may cause our products to fail. From time to time, we have experienced product quality, performance or reliability problems. Our standard warranty period is generally one or two years, which exposes us to significant risks of claims for defects and failures. If defects and failures occur in our products, we could experience a loss of revenue and/or customers, increased costs, including warranty expense and costs associated with customer support, cancellations or rescheduling of orders or shipments, and product returns or discounts, any of which would harm our operating results. In addition, product liability claims may be asserted by our customers. Although we currently have insurance, there can be no assurance that we have obtained sufficient insurance coverage or that asserted claims will be within the scope of coverage. Our insurance providers could deny or challenge these claims, and as a result, reimbursement to us is not guaranteed or could be delayed. If coverage is denied, we may not have sufficient resources to pay for these claims. Furthermore, we may experience a significant increase in premiums and therefore decide to self-insure, which may not meet the expectations or requirements of certain customers, and could result in significant costs to us. All of these factors could have a material and adverse impact on our business, financial condition and results of operations. 18 Table of Contents Because of the lengthy sales cycles for our products and the fixed nature of a significant portion of our expenses, we may incur substantial expenses before we earn associated revenue and may not ultimately achieve our forecasted sales for our products. The introduction of new products presents significant business challenges because product development plans and expenditures may be made up to two years or more in advance of any sales. It generally takes us up to 12 months or more for us to design and manufacture a new product prototype. Only after we have a prototype do we introduce the product to the market and begin selling efforts in an attempt to achieve design wins. This sales process requires us to expend significant sales and marketing resources without any assurance of success. Volume production of products that use our ICs, if any, may not be achieved for an additional period of time after an initial sale. Sales cycles for our products are lengthy for a number of reasons, including: • our products must be designed to operate with and into our customers’ products or systems, which usually includes an in-depth technical evaluation of our products by our customers before they place a purchase order; • delays attributable to the development of our customers’ products; and • delays attributable to commercial adoption by our end customers upon the initial release of our products in order for our customers to evaluate product performance and consumer demand. As a result of our lengthy sales cycles, we may incur substantial expenses before we earn associated revenue because a significant portion of our operating expenses is relatively fixed and based on expected revenue. The lengthy sales cycles of our products also make forecasting the volume and timing of orders difficult. In addition, the delays inherent in lengthy sales cycles raise additional risks that customers may cancel or change their orders, particularly as our customers are exposed to economic risks in connection with global economic uncertainty and political tensions, including tariffs, or move to another supplier, in whole or in part, as well as the risks inherent in introducing new products or entering new markets. Our sales are made by purchase orders. Because industry practice allows customers to reschedule or cancel orders on relatively short notice, backlog is not always a good indicator of our future sales. If customer cancellations or purchase order changes occur, we could lose anticipated sales. Furthermore, if our customers cancel orders after we submit a committed forecast to our suppliers, we may be required to purchase supplies or materials that we are unable to resell or utilize in our other products, which could adversely affect our financial condition, results of operations and cash flows. Risks Associated with Supply and Manufacturing Our ability to increase product sales and revenue may be constrained by the manufacturing capacity of our suppliers. Although we provide our suppliers with rolling forecasts of our production requirements, their ability to provide wafers to us is limited by their available capacity, particularly capacity in the geometries we require, at the facilities in which they manufacture wafers for us. This lack of capacity has at times constrained our product sales and revenue growth. In addition, an increased need for capacity to meet internal demands or demands of other customers could cause our suppliers to reduce capacity available to us. Our suppliers may also require us to pay amounts in excess of contracted or anticipated amounts for wafer deliveries or require us to make other concessions in order to acquire the wafer supply necessary to meet our customer requirements. Such concessions can include long‑term capacity reservations, prepayments, take‑or‑pay terms, or tool funding, which may increase working capital needs and reduce flexibility across product cycles. If our suppliers extend lead times, limit supplies or the types of capacity we require, or increase prices due to capacity constraints or other factors, our revenues and our gross margin may materially decline in the future. In addition, if we experience supply delays or limitations, our customers may reduce their purchase levels with us and/or seek alternative solutions to meet their demand, which could materially and adversely impact our revenue and results of operations. There may be unanticipated costs associated with increasing our third-party suppliers’ manufacturing capacity. We anticipate that future growth of our business will require increased manufacturing capacity from our third-party supply foundries, assembly shops, and testing facilities. In order to facilitate such growth, we may need to enter into strategic transactions, investments and other activities, with both our current suppliers and new suppliers. The need for additional manufacturing, assembly and testing involves numerous risks, including: • the costs associated with such increased capacity, including requirements to make long-term purchase commitments including upfront cash deposits to our suppliers; • the availability of modern foundries to be developed, acquired, leased or otherwise made available to us or our third-party suppliers; • the ability of foundries and our third-party suppliers to obtain the advanced equipment used in the production of our products; • delays in identifying and negotiating agreements with new foundries and suppliers; and • environmental, engineering or manufacturing qualification problems relating to existing or new foundry facilities, including delays in qualification of new foundries by our customers. These and other risks may affect the ultimate cost and timing of any expansion of our third-party supplier capacity. If our manufacturing costs increase, including as a result of inflationary pressure and global tariffs, or we experience supply constraints, we may be required to raise the prices of our products to remain profitable, which could result in a loss of customers or a decline in orders from customers. If we are unable to increase or maintain our manufacturing capacity, we may be unable to meet demand, which would harm our revenue and results of operations and may result in a loss of customers as they seek supply from other sources. 19 Table of Contents We currently depend on third-party suppliers to provide us with wafers and other key components for our products. If any of our suppliers are acquired, become insolvent or capacity constrained, or are otherwise unable to provide us with sufficient wafers and other key components at acceptable yields or at anticipated costs, our revenue and gross margin may decline or we may not be able to fulfill our customer orders. While certain aspects of our relationships with these suppliers are contractual, many important aspects of our relationships depend on our suppliers’ continued cooperation and our management of such relationships with the suppliers. Our relationships could be negatively impacted by changes in control or changes in the management team of the suppliers. In addition, the fabrication of ICs is a highly complex and precise process. Problems in the fabrication process can cause a substantial percentage of wafers to be rejected or numerous ICs on each wafer to be non-functional. This could potentially reduce yields and supply of our products. The failure of our suppliers to provide wafers at acceptable yields could prevent us from fulfilling our customer orders and would likely cause a decline in our revenue. In addition, adverse macroeconomic conditions, such as inflationary pressures resulting from worldwide supply chain constraints and other factors, have increased, and may continue to increase, the prices we pay to our suppliers. As a result of the increased costs, we have raised, and may be required to further raise the prices of our products in order to remain profitable, which could result in a loss of customers and reduced revenue. If we are unable to increase our prices to reflect higher costs, our margins will decrease. We might not be able to deliver our products on a timely basis if our relationships with our assembly and test subcontractors are disrupted or terminated. We do not have direct control over product delivery schedules or product quality because all of our products are assembled by third-party subcontractors and a portion of our testing is currently performed by third-party subcontractors. Also, due to the amount of time typically required to qualify assembly and test subcontractors, we could experience delays in the shipment of our products if we were forced to find alternate third parties to assemble or test our products. In addition, current and potential global conflicts and supply chain disruptions may materially impact our assembly or testing suppliers’ ability to operate. Any future product delivery delays or disruptions in our relationships with our subcontractors could have a material adverse effect on our financial condition, results of operations and cash flows. We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial position. As a fabless semiconductor company, we purchase our inventory from third-party manufacturers. We place orders with our manufacturers based on existing and expected orders from our customers for particular products. While most of our contracts with our customers and distributors include lead time requirements and cancellation penalties that are designed to protect us from misalignment between customer orders and inventory levels, we must nonetheless make some predictions when we place orders with our manufacturers. Some of our customers and distributors may nevertheless cancel orders as a result of economic conditions, their own specific business challenges or for other reasons. In the event that our predictions are inaccurate due to unexpected increases in orders or unavailability of products within the timeframe that is required, we may have insufficient inventory to meet our customers’ demands. In addition, a negative trend in market conditions could lead us to decrease the manufacturing volume of our products to avoid excess inventory. If we inaccurately assess market conditions for our products, we could have insufficient inventory to meet our customer demands resulting in potential lost revenue. In the event that we order products that we are unable to sell due to a decrease in orders, unexpected order cancellations, injunctions due to patent litigation, import/export restrictions or product returns, we may have excess inventory which, if not sold, may need to be written down or would result in a decrease in our revenue in future periods as the excess inventory at our distributors is sold. If any of these situations were to arise, it could have a material impact on our business, financial condition and results of operations. The price and availability of commodities used in our products, such as gold, copper and silicon, may adversely impact our ability to deliver our products in a timely and cost-effective manner, and may adversely affect our business and results of operations. We work with our engineers and suppliers to continuously seek opportunities to reduce our product costs. However, the price and availability of these commodities is beyond our control. A significant increase in pricing or a decrease in the availability of these commodities that we use could negatively impact our business and results of operations. 20 Table of Contents Risks Associated with Industry Dynamics and Competition The highly cyclical nature of the semiconductor industry, which has resulted in significant and sometimes prolonged downturns, could materially and adversely affect our financial condition and results of operations. Historically, the semiconductor industry has been highly cyclical and, at various times, has experienced significant downturns and wide fluctuations in supply and demand. Certain segments of the semiconductor market may experience significant downturns while other segments could be growing. These conditions have caused significant variances in product demand and production capacity, as well as rapid erosion of average selling prices, which have resulted, and could in the future result, in lower demand for our products, downward pressure on the price of our products, and/or increased inventory due to our customers’ delayed production schedule. Because a significant portion of our expenses are fixed in the short term or incurred in advance of anticipated sales, we may not be able to decrease our expenses in a timely manner to offset any sales shortfall. Any significant or prolonged downturns, whether in the overall semiconductor industry or in a specific market segment, would have a material adverse effect on our business, financial condition and results of operations. Industry consolidation may lead to increased competition and may harm our operating results. The semiconductor industry has a history of consolidation as companies attempt to improve the leverage of growing research and development costs, strengthen or hold their market positions in an evolving industry, or become unable to continue operations unless they find an acquirer or consolidate with another company. In addition, companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that semiconductor industry consolidation may result in stronger competitors that are better able to compete as sole-source suppliers of multiple products for customers. This could harm our operating results and could have a material adverse effect on our business, financial condition and results of operations. We compete against many companies with substantially greater financial and other resources, and our market share may decline if we are unable to respond to our competitors effectively. The analog and mixed-signal semiconductor industry is highly competitive, and we expect competitive pressures to continue. Our ability to compete effectively and to expand our business will depend on our ability to continue to recruit application and design engineers, introduce new products, and maintain the rate at which we introduce new products. We compete with domestic and foreign semiconductor companies, many of which have substantially greater financial and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products, and, in some cases, may have broader product offerings that enable them to more effectively market and sell to customers and engage sales partners. We are in direct and active competition with many manufacturers of varying size and financial strength. The number of our competitors has grown due to the expansion of the market segments in which we participate. We cannot guarantee that our products will continue to compete favorably, or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new companies entering our markets, which would materially and adversely affect our results of operations and our financial condition. In addition, from time to time, governments may provide subsidies or make other investments that could give competitive advantages to competing semiconductor companies. For example, in August 2022, the U.S. enacted the CHIPS Act, which, among other things, provides funding to increase domestic production and research and development in the semiconductor industry. Because we operate a fabless business model, we are not eligible for such investments. Many of our competitors benefit from these and other investments, which helps increase their production capacities, shorten their lead times and gain market share. These competitive pressures could materially and adversely affect our business, financial condition and results of operations. We may face competition from customers developing products internally. Our customers generally have substantial technological capabilities and financial resources. Some customers have traditionally used, and continue to use, these resources to develop their own products internally. The prospects for our products in these markets are dependent in part upon our customers’ acceptance of our products as an alternative to their internally developed products. Our future sales prospects also are dependent upon acceptance and qualification of third-party sourcing for products as an alternative to in-house development. Customers may continue to increase their use of internally developed components. They may also decide to develop or acquire components, technologies or products that are similar to, or that may be substituted for, our products, or acquire companies that compete with us. If any of these situations were to occur, our business, financial condition and results of operations could be materially and adversely affected. 21 Table of Contents Risks Associated with IT and Cybersecurity Implementation of enhanced enterprise resource planning (“ERP”) or other IT systems could result in significant disruptions to our operations. From time to time, we may implement new ERP software solutions or upgrade existing systems. Implementation of these solutions and systems is highly dependent on coordination of system providers and internal business teams. We may experience difficulties as we transition to these new or upgraded systems and processes, including system downtime causing interruptions in business operations. In addition, transitioning to these new systems may require significant capital investments and personnel resources. Difficulties in implementing new or upgraded information systems or any significant system failures could disrupt our operations and financial reporting, which could have a material adverse effect on our capital resources, financial condition or results of operations. Cybersecurity risks, data protection or privacy breaches, cyberattacks, systems integration issues and unauthorized use of AI tools could disrupt our internal operations and/or harm our reputation, and any such disruption or harm could cause a reduction in our expected revenue, increase our expenses, negatively impact our results of operation or otherwise adversely affect our stock price. Threat actors may be able to penetrate our network security and misappropriate or compromise our confidential and proprietary information, create system disruptions or cause shutdowns, among other things. Further, as AI capabilities improve, threat actors may quickly develop more sophisticated and convincing attacks. Cybersecurity incidents, attacks and threats are increasingly sophisticated, constantly evolving and originate from many sources globally and often cannot be recognized or understood until the target has already been attacked. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions and delays that may impede our sales, manufacturing, distribution, financial reporting or other critical functions. Despite our efforts to prevent these threats and disruptions to our information technology systems, these systems and those of our third-party providers may be affected by damage or interruption resulting from, among other causes, cybersecurity incidents, attacks, security breaches, power outages, system or operational failures or malware (including ransomware and other programs that operate with malicious intent). In the ordinary course of business, we store data on our internal systems, network and servers, such as proprietary intellectual property, business and financial information, and confidential data pertaining to our customers, suppliers and business partners. In addition, we also use third-party cloud services. Maintaining security of information on our and third-party networks and the protection features of the solutions and services we use are both critical to our operations and business strategy. We devote significant resources to network security, data encryption, and other security measures to protect the systems and data. However, these security measures cannot provide absolute security. Although we make significant efforts to maintain the security and integrity of the systems and solutions that we use, any destructive or intrusive breach could compromise our or third-party networks, creating system disruptions or slowdowns, and the information stored on our or third-party networks could be accessed, publicly disclosed, lost or stolen. Remote working arrangements, current and potential global conflicts, and AI-powered cybersecurity threats have also heightened our potential exposure to cyberattacks, which could put the data we store on our internal or third-party systems at risk. If any of these types of cybersecurity incidents, security breaches, or other attacks were to occur and we were unable to protect our data, our reputation and relationships with our business partners and customers could be materially harmed, and we could be exposed to risks of litigation and possible significant liability. Portions of our IT infrastructure may also experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and our remediation efforts may be expensive, time consuming, disruptive and resource-intensive. Such disruptions could adversely impact our ability to fulfill orders in a timely manner and interrupt other processes. Delayed sales or a loss of customers resulting from these disruptions could adversely affect our financial results and reputation. Unauthorized use or disclosure of, or access to, any personal information maintained by us or on our behalf, whether through breach of our systems, breach of the systems of our suppliers by an unauthorized party, or through employee error, theft or misuse, or otherwise, could harm our business. If any such unauthorized use or disclosure of, or access to, such personal information was to occur, our operations could be seriously disrupted, and we could be subject to demands, claims and litigation by private parties, and investigations and penalties by regulatory authorities. In addition, we could incur significant costs in notifying affected individuals and entities and otherwise complying with the multitude of foreign, federal, state and local laws and regulations relating to the unauthorized access to, or use or disclosure of, personal information. Finally, any perceived or actual unauthorized access to, or use or disclosure of, such information could harm our reputation and substantially impair our ability to attract and retain customers, which could have an adverse impact on our business, financial condition and results of operations. Our ability to manage and aggregate data may be limited by the effectiveness of our policies, programs, processes, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit our ability to manage current and emerging risks, as well as to manage changing business needs. While we attempt to restrict the use of third-party and open source AI tools, such as ChatGPT, our employees and consultants may use these tools on an unauthorized basis and our partners may also use these tools. Such use of AI tools poses potential risks relating to intellectual property and data protection, including cybersecurity risks, exposure of our proprietary information to unauthorized recipients, the misuse of our or third-party intellectual property, and the inability to claim ownership of intellectual property rights in outputs of AI tools. AI tools may also produce inaccurate responses that could lead to errors in our decision-making, product development or other business activities, which could have a negative impact on our business, operating results and financial condition. Our ability to mitigate these risks will depend on our continued effective maintenance, training, monitoring and enforcement of appropriate policies and procedures governing the use of AI tools, the results of any such use by us or our partners, and the compliance with such policies and procedures by our workforce. AI technology may also give rise to significant legal and regulatory liability and risk. Governments around the world have adopted, and may continue to adopt, laws and regulations related to AI, including the European Union’s (“EU”) Artificial Intelligence Act. Federal and state agencies in the U.S. have enacted or are considering enacting new laws and regulations regarding the use of AI, and there are increased investigations and enforcement efforts related to the use of AI technology, all of which could increase our compliance costs and affect our ability to use AI in the development of our products and in our operations. In addition to AI regulations under general consumer protection and privacy laws, legislations specifically aimed at regulating the development, deployment and use of AI have been enacted in several states and have also been proposed at the federal level. Recent Executive Orders have further addressed federal regulation and policies related to AI. These laws, proposed laws, and Executive Orders may create inconsistent and evolving compliance obligations, which may be costly and difficult to resolve. While the current U.S. administration has signaled that AI policy will be a priority, the scope and impact of any such policies cannot yet be determined. Any failure or perceived failure by us to comply with any legal or regulatory requirement could subject us to legal liability, damage our reputation or otherwise adversely affect our business. 22 Table of Contents Risks Associated with Strategic Investments and Initiatives Our success depends on our investment of significant resources in research and development. We may have to invest more resources in research and development than anticipated, which could increase our operating expenses and negatively impact our operating results. Our success depends on us investing significant amounts of resources in research and development. We expect to continue investing heavily in research and development in the future in order to keep innovating and introducing new products in a timely manner and increase our revenue and profitability. Increased investments in research and development will increase our operating expenses and may divert investment from other areas of our business, which may negatively impact our operating results, and we may not achieve the return on these investments that we anticipate, or be able to reduce such expenses in a timely manner if we experience a downturn in sales. Also, if we are unable to properly manage and effectively utilize our research and development resources, we could experience material adverse effects on our business, financial condition and operating results. In addition, if new competitors, technological advances by existing competitors, our entry into new markets, or other competitive factors require us to invest significantly greater resources than anticipated in our research and development efforts, our operating expenses would increase further. If we are required to invest significantly greater resources than anticipated in research and development efforts without a corresponding increase in revenue, our operating results could be harmed. Many of our competitors have significantly greater resources than we have and are able to invest substantially greater amounts into research and development initiatives than we are, which could reduce the technological advances that we may be able to achieve and may harm our ability to compete. In order to remain competitive, we anticipate that we will continue to devote substantial resources to research and development, and we expect these expenses to increase in the foreseeable future due to the increased complexity and the greater number of products under development. We may not realize the anticipated benefits of any company or business that we acquire. In addition, acquisitions could result in diluting the ownership interests of our stockholders, reduce our cash balances and/or cause us to incur debt or to assume contingent liabilities, which could adversely affect our business. As part of our business strategy, from time to time we review acquisition prospects that would complement our current product offerings, enhance our design capability or offer other business opportunities. As a result of completing acquisitions, we could use a significant portion of our available cash, cash equivalents and short-term investments, issue equity securities that would dilute current stockholders’ percentage ownership or incur substantial debt or contingent liabilities. Such actions could impact our financial condition, operating results and the price of our common stock. In addition, we may be unable to identify or complete prospective acquisitions for various reasons, including competition from other companies or financial investors, the valuation expectations of acquisition candidates and applicable antitrust or other policies, laws or regulations. If we are unable to identify and complete acquisitions, we may not be able to successfully expand our business and product offerings. If we are unsuccessful in integrating any acquired company or business into our operations, or if integration is more difficult than anticipated, we may experience disruptions that could harm our business and result in our failure to realize the anticipated benefits of the acquisitions. Some of the risks that may adversely affect our ability to integrate or realize any anticipated benefits from the acquired companies, businesses or assets include those associated with: • unexpected losses of key employees or customers of the acquired companies or businesses; • integrating the acquired company’s standards, processes, procedures and controls with our operations; • integrating the acquired company’s technology or products into our products or product offerings; • coordinating new product and process development; • hiring additional management and other critical personnel; • increasing the scope, geographic diversity and complexity of our operations; • difficulties in consolidating facilities and transferring processes and know-how; • difficulties in the assimilation of acquired operations, technologies or products; • undisclosed liabilities of the acquired businesses and potential legal disputes with founders or stockholders of acquired companies; • our inability to commercialize acquired technologies; • the projected business potential is not realized and as a result, we may be required to take an impairment charge related to goodwill or acquired intangibles that would impact our profitability; • difficulties in assessing the fair value of earn-out arrangements; • diversion of management’s attention from other business concerns; and • adverse effects on existing business relationships with customers. 23 Table of Contents Alternatively, third parties may be interested in acquiring us. We will continue to consider, evaluate and negotiate any such transactions as our Board of Directors deems appropriate and in the best interest of our stockholders. Such potential transactions may divert the attention of management, and cause us to incur various costs and expenses in investigating, evaluating and negotiating such transactions, whether or not they are consummated. Risks Associated with Financial Reporting Our worldwide tax rates, financial position and operating results may be affected by changes in the relevant tax laws, interpretation of such tax laws or the influence of certain tax policy efforts. We conduct our international operations through wholly-owned subsidiaries, branches and representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Such corporate structures are subject to complex transfer pricing, permanent establishment challenges and other global and local regulations administered by taxing authorities in various jurisdictions. Our provision for income taxes and cash tax liabilities in the future could be adversely affected by numerous factors, including changes in the geographic mix of our earnings and corporate tax rates among jurisdictions, challenges by tax authorities to our tax positions and intercompany transfer pricing arrangements, failure to meet performance obligations with respect to tax incentive agreements, expanding our operations in various countries, fluctuations in foreign currency exchange rates, adverse resolution of audits and examinations of previously filed tax returns, and changes in tax laws and regulations. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our positions were not sustained, we could be required to pay additional taxes, interest and penalties, resulting in higher effective tax rates, reduced cash flows and lower overall profitability of our operations. The Organization for Economic Co-operation and Development (“OECD”) has created the framework of a global minimum tax of 15% under the Pillar Two framework. Many countries have already implemented or are taking steps to implement Pillar Two. It is under each country’s own discretion to adopt Pillar Two. Many aspects of Pillar Two were effective for tax years 2024 and 2025. Pillar Two could result in additional tax liability over the regular corporate tax liability in a particular jurisdiction to the extent that the effective tax rate is less than the minimum rate. The impact on our provision for income taxes, net income, and cash flows could be materially impacted by the global minimum tax of 15% in jurisdictions where we have significant business operations. In January 2025, the OECD released new Administrative Guidance on the application of the Global Anti-Base Erosion Model Rules affecting Pillar Two. In June 2025, the Group of Seven agreed to exclude U.S. Multi-National Entities from certain aspects of the global minimum tax (the “G7 Statement”). We will continue to monitor developments of the new Administrative Guidance and the G7 Statement. We cannot predict the timing or manner in which we would adopt the new Administrative Guidance, the G7 Statement, or whether the OECD will release additional guidance in the future. The potential impact could materially and adversely our future global tax provision and results of operations. In 2024, one of our foreign subsidiaries was granted a ten-year tax incentive, beginning in tax year 2025. A deferred tax benefit of $1.1 billion, net of $0.2 billion of deferred tax liability and $0.1 billion of valuation allowance, was recorded in the year ended December 31, 2024 to reflect the estimated future reductions in cash tax paid in that jurisdiction associated with the incentive. If the new Administrative Guidance released by the OECD in January 2025 is adopted by the jurisdiction that granted the tax incentive, it may materially impact our global tax provision. We cannot predict the timing and how that foreign jurisdiction would adopt the new Administrative Guidance, or whether the OECD will release additional guidance in the future. Changes in effective tax rates or adverse outcomes resulting from examination of our income tax returns could adversely affect our results of operations. Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets, or by changes in tax laws, regulations, accounting principles or interpretations thereof and discrete items. In addition, we are subject to potential future examinations of our income tax returns by the Internal Revenue Service (the “IRS”) and tax authorities in various jurisdictions where we have business operations. We assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from any examinations will not have an adverse effect on our financial condition and results of operations. The challenging, subjective or complex judgments of certain accounting areas may not be accurate, and could result in restatements of our financial statements. Certain areas of our accounting, including but not limited to our income tax provision and inventory valuation require a significant amount of management judgment and are complex. We base our management judgements on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. For example, due to the complexity associated with the calculation of our tax provision, including the effects of the enactment of new tax laws, we engage third-party tax advisors to assist us in the calculation. If we or our tax advisors fail to resolve or fully understand certain issues that we may have had in the past and issues that may arise in the future, we could be subject to errors, which, if material, would result in a restatement of our financial statements. Restatements are generally costly and could adversely impact our results of operations, damage our reputation, and/or have a negative impact on the trading price of our common stock. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock. The restatement of our 2024 annual financial statements and our 2025 quarterly financial statements may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries. As discussed in Notes 2 and 17 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, we restated our audited consolidated financial statements for the fiscal year ended December 31, 2024 and our unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025 after we determined that we had not appropriately accounted for deferred income taxes associated with a one-time tax incentive granted by a certain foreign jurisdiction. As a result of this error and the resulting restatement of our audited consolidated financial statements and unaudited condensed consolidated financial statements for the impacted periods, we have incurred, and may continue to incur, unanticipated accounting and legal fees in connection with or related to the restatement, and are subject to a number of additional risks and uncertainties, including the increased possibility of litigation and regulatory inquiries. The restatement may adversely affect investor confidence in the accuracy of our financial disclosures, may harm our reputation and our business and could cause our stock price to decline. 24 Table of Contents We face risks in connection with our internal control over financial reporting and the identified material weakness. Effective internal control over financial reporting is necessary for us to provide reliable and accurate financial reports. If we cannot provide reliable financial reports or prevent fraud or other financial misconduct, our business and operating results could be harmed. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. As more fully disclosed in Item 9A. Controls and Procedures of this Annual Report, a material weakness was identified in internal control over financial reporting related to the accounting for deferred income taxes. Due to this finding of a material weakness, we concluded that our internal control over financial reporting was not effective as of December 31, 2024 and December 31, 2025. Until this material weakness is remediated, there is a reasonable possibility that a material misstatement of our interim or annual financial statements will not be prevented or detected on a timely basis. In addition, we may experience delays in satisfying our reporting obligations to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities. Furthermore, we may in the future identify additional material weaknesses in our internal control over financial reporting, which may impact the reliability of our financial reporting and financial statements. Any of these results could adversely affect our business and the value of our common stock. Risks Associated with Regulatory Compliance, Intellectual Property Protection and Litigation We are subject to anti-corruption laws in the jurisdictions in which we operate. Our failure to comply with these laws could result in penalties that could harm our reputation and have a material adverse effect on our business, financial condition and results of operations. We are subject to the U.S. Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act and various anti-corruption laws of other jurisdictions, which generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits. While the U.S. administration has suspended the commencement of new investigations and enforcement actions under the FCPA, the FCPA remains in effect and it is uncertain whether enforcement actions and investigations will re-commence or whether the law will be changed or re-interpreted. Moreover, non‑U.S. enforcement authorities may continue investigations or actions irrespective of U.S. policy, resulting in multi‑jurisdictional inquiries, duplicative penalties, or heightened remediation costs. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all the time or protect us against liability under these laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire. We have significant operations in Asia, which place us in frequent contact with individuals who may be considered “foreign officials” under the FCPA or other anti-corruption laws, resulting in an elevated risk of potential violations. If we are not in compliance with applicable anti-corruption laws (including local laws), we may be subject to criminal and civil penalties and other remedial measures, including restatements of our financial reports, which could have a material adverse impact on our business, financial condition, results of operations and liquidity. Any investigation or allegations of any potential violations of anti-corruption laws by the U.S. or foreign authorities could harm our reputation and have an adverse impact on our business, financial condition and results of operations. Our business is subject to various governmental laws and regulations, and compliance with these regulations may impact our revenue and cause us to incur significant expenses. If we fail to maintain compliance with applicable regulations or obtain government licenses and approvals for our desired international trading activities or technology transfers, we may be forced to recall products and cease their distribution, and we could be subject to civil or criminal penalties. Our business is subject to various significant laws and other legal requirements imposed by the U.S. and other countries we conduct business in, including export control laws such as the Export Administration Act, the Export Administration Regulations and other laws, regulations and requirements governing international trade, investments and technology transfers. These laws and regulations are complex, change frequently and have generally become more stringent over time. We may be required to incur significant expenses to comply with these regulations or to remedy violations of these regulations. In addition, if our customers fail to comply with these regulations, we may be required to suspend sales to these customers, which could negatively affect our results of operations. We must conform the manufacture and distribution of our products to various laws and adapt to regulatory requirements in many countries as these requirements change. If we fail to comply with these requirements in the manufacture or distribution of our products, we could be required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products commercially until the products are brought into compliance. Compliance with environmental laws and regulations could cause disruptions in our business and operations. We are subject to various foreign, federal, state and local laws and regulations that govern the environment, including those restricting the presence of certain substances in electronic products and making manufacturers of those products financially responsible for the collection, treatment, recycling and disposal of certain products. Such laws and regulations have been passed in several jurisdictions in which we operate, including various EU member countries and countries in Asia. There can be no assurance that similar laws and regulations will not be implemented in other jurisdictions resulting in additional costs, possible delays in delivering products, and even the discontinuance of existing and planned future products if the costs were to become prohibitive. We are subject to regulatory and reporting standards related to ESG matters, which could increase our expenses. In recent years, there has been an increase in public awareness and requirements from regulators, investors, customers and other key stakeholders focusing on ESG compliance efforts, including those related to environmental sustainability and social responsibility. For example, California passed several bills that require companies to disclose greenhouse gas emissions data and climate-related financial risks. We are also subject to increasing regulatory and compliance requirements related to labor and human rights within our supply chain, including the responsible sourcing of conflict minerals and the prohibition of conducting business with certain suppliers under the U.S. Uyghur Forced Labor Prevention Act. In addition, many of our customers increasingly include stringent environmental and other compliance requirements in their contracts with us or request significant amounts of data from us for their Scope 3 emissions reporting and supply chain compliance. While we are committed to maintaining strong ESG strategies, practices, policies and disclosures, there can be no assurance that we will be able to achieve our goals, or that our compliance initiatives and efforts will be deemed sufficiently robust by regulators, stockholders, customers and other key stakeholders. The achievement of our goals and initiatives may be impacted by factors that are outside our control. Some of our stakeholders may disagree with our goals and initiatives, and the focus and views of our stakeholders may change and evolve over time and vary depending on the jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, implement new initiatives, comply with federal, state or international laws and regulations, or meet evolving and varied stakeholder expectations and views, could result in litigation, regulatory action or other legal claims, penalties, injunction or other remedies against us, damage our reputation and materially and adversely affect our business, financial condition and results of operations. Furthermore, our compliance efforts, including the collection, assessment and reporting of ESG data, are subject to evolving reporting standards and can be costly, complex and time-consuming. In addition, climate change concerns and the potential associated environmental impact, as well as labor and human rights issues, could result in the proposal and passage of additional laws and regulations in various jurisdictions that may affect us, our suppliers and customers. Such laws and regulations could cause us to incur additional compliance costs, and failure to comply with the regulatory standards in a timely manner could result in penalties and fines. These operational, legal, compliance and other risks could damage our reputation and materially and adversely affect our business, financial condition and results of operations. 25 Table of Contents Given our inability to control the timing and nature of significant events in our legal proceedings that either have arisen or may arise, our legal expenses are difficult to forecast and may vary substantially from our publicly disclosed forecasts with respect to any given quarter, and we could be liable for significant damages or other expenses, which could harm our stock price and financial condition. Historically, we have incurred significant expenses in connection with various legal proceedings that vary with the level of activity in the proceeding. It is difficult for us to forecast our legal expenses for any given quarter, which adversely affects our ability to forecast our expected results of operations, and the ultimate outcome of such legal proceedings, including any damages we might incur is difficult to predict. We have been, and may continue to be, subject to unanticipated legal proceedings, which would result in us incurring unexpected legal expenses. If we fail to meet the expectations of securities or industry analysts as a result of unexpected changes in our legal expenses or we are found liable for significant damages or other expenses, our stock price and results of operations could be materially and adversely affected. Future legal proceedings may divert our financial and management resources. The semiconductor industry is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights. Patent infringement is an ongoing risk, in part because other companies in our industry could have patent rights that may not be identifiable when we initiate development efforts. Litigation may be necessary to enforce our intellectual property rights, and we may have to defend ourselves, and in some circumstances our key customers or suppliers, against infringement claims. Such litigation is very costly. Further, in connection with these legal proceedings, we may be required to post bonds to defend our intellectual property rights in certain countries for an indefinite period of time, until such dispute is resolved. If our legal expenses materially increase or exceed anticipated amounts, our capital resources and financial condition could be adversely affected. If we are not successful in any intellectual property litigation or claims against us, we may have to cease production and sale of certain products, design around such technologies, or pay royalty payments to license technology, any of which could harm our financial condition and our business. Our management team may also be required to devote a great deal of time and effort to these legal proceedings, which could divert management’s attention from focusing on our operations, which could adversely affect our business. Failure to protect our proprietary technologies or maintain the right to certain technologies may negatively affect our ability to compete. We rely heavily on our proprietary technologies. Our future success and competitive position depend in part upon our ability to obtain and maintain protection of certain proprietary technologies used in our products. We pursue patents for some of our new products and unique technologies, and we also rely on a combination of nondisclosure agreements and other contractual provisions, as well as our employees’ commitment to confidentiality and loyalty, to protect our technology, know-how and processes. Despite the precautions we take, it may be possible for unauthorized third parties to copy aspects of our current or future technologies or products, or to obtain and use information that we regard as proprietary. We intend to continue to protect our proprietary technologies, including through patents. However, there can be no assurance that the steps we take will be adequate to protect our proprietary rights, that our patent applications will lead to issued patents, that others will not develop or patent similar or superior products or technologies, or that our patents will not be challenged, invalidated or circumvented by others. Furthermore, the laws of the countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as laws in the U.S. Our failure to adequately protect our proprietary technologies could materially harm our business. If we are unsuccessful in legal proceedings brought against us or any of our customers, we could be prevented from selling our products and/or be required to pay substantial damages. An unfavorable outcome or an additional award of damages, attorneys’ fees or an injunction could cause our revenue to decline significantly and could severely harm our business and operating results. From time to time, we are a party to various legal proceedings. If we are not successful in litigation that has been or could be brought against us or our customers, we could be ordered to pay monetary fines and/or damages, including expenses and damages incurred by our customers. If we are found liable for patent infringement, damages could be significant, particularly if our actions are found to be willful. We and/or our customers could also be prevented from selling some or all of our products. Moreover, our customers and end users could decide not to use our products due to the threat of infringement claims, even if unfounded and, if we are found to infringe, our products and our customers’ accounts payable to us could be seized. Finally, interim developments in these proceedings could harm our relationships with our customers and increase the volatility in our stock price as the market assesses the impact of such developments on the likelihood that we will or will not ultimately prevail in these proceedings. Even if resolved favorably, such proceedings can be very expensive and time consuming, and may divert management’s attention from other business operations. Certain software we use is from open source code sources, which, under certain circumstances, may lead to unintended consequences and, therefore, could materially adversely affect our business, financial condition, operating results and cash flows. We use open source software in connection with certain of our products and services, and we intend to continue to use open source software in the future. Some open source software licenses require the source code of derivative works of the open source software be made available to the public and modifications of the open source software be licensed under the same restrictive terms. If we combine our proprietary software with open source software in certain ways, we could, under certain open source licenses, be required to release the source code of our proprietary software, and make our proprietary software available under the same open source licenses, which could harm our business and ability to compete. In the event that potions of our proprietary software are determined to be subject to an open source license, we could be required to release the affected portions of our source code to the public at no cost, re-engineer all or a portion of our software solutions, discontinue the sale of our solutions, or otherwise be limited in the commercial licensing of our solutions, each of which could reduce or eliminate the value of our intellectual property, increase our costs, harm our ability to compete and have a material adverse effect on our business, operating results and financial condition. There is also a risk that open source licenses could be construed by the courts in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our software solutions, which could adversely affect our business, operating results and financial condition. 26 Table of Contents Risks Associated with Human Capital Management The loss of any of our key personnel or the failure to attract or retain specialized technical and management personnel could affect our operations or impair our ability to grow our business. Our future success depends, in part, upon our ability to attract and retain highly qualified technical and managerial personnel. We are particularly dependent on the continued services of our key executives, including Michael Hsing, our President and Chief Executive Officer, who founded our company and developed our proprietary process technology. In addition, personnel with highly skilled analog and mixed-signal design engineering expertise are scarce and competition for personnel with these skills is intense. There can be no assurance that we will be able to retain existing key employees or that we will be successful in attracting, integrating or retaining other highly qualified personnel with critical capabilities in the future. If we are unable to retain the services of existing key employees or are unsuccessful in attracting new highly qualified employees quickly enough to meet the demands of our business, including design cycles, our business could be harmed. Furthermore, if we lose key personnel, the search for a qualified replacement and the transition could interrupt our operations as the search could take longer than expected and divert management resources, and the newly hired employee could take longer than expected to effectively integrate into the team. If we fail to retain key employees in our sales, engineering, finance and legal functions or to make continued improvements to our internal systems, our business may suffer. If we fail to continue to adequately staff our sales, engineering, financial and legal functions, maintain or upgrade our business systems and maintain internal controls that meet the demands of our business, we may not be able to effectively execute our business strategy. The operation of our business also depends upon our ability to retain these employees, as they hold a significant amount of institutional knowledge about us and our products and, if they were to terminate their employment, our sales, operations and internal control over financial reporting could be adversely affected. Risks Associated with Ownership of Our Stock The future trading price of our common stock could be subject to wide fluctuations in response to a variety of factors. The trading price of our common stock has been, and is likely to continue to be, highly volatile and could be subject to wide fluctuations in response to various factors, many of which are beyond our control, including: • actual or anticipated results of operations and financial performance, including our ability to accurately forecast future demand for our products; • actual or anticipated manufacturing capacity limitations; • our ability to develop new products, enter new markets, gain market share, manage litigation risk, diversify our customer base and successfully secure manufacturing capacity; • our ability to maintain or increase our gross margins; • costs of increasing manufacturing capacity and qualifying additional third-party wafer fabrication facilities; • the loss of, or a material reduction in sales to, our key customers, or rumors with respect thereto; • investments in sales and marketing resources to enter new markets; • commencement of, or developments relating to, litigation; • cyberattacks or other system security, data protection and privacy breaches; • the inclusion, exclusion or deletion of our common stock from any major trading indices, such as the S&P 500 or NASDAQ 100 Indices; • our sale of common stock or other securities in the future; • any mergers, acquisitions or divestitures of assets undertaken by us; • our ability to obtain governmental licenses and approvals for international trading activities or technology transfers, including export licenses; • our ability to meet or exceed the guidance that we provide to our investors and analysts; • the extent to which we continue to execute the stock repurchase program and continue payment of quarterly cash dividends to stockholders; • our ability to meet or exceed our investors’ or analysts’ expectations; • market reactions to guidance from other semiconductor companies or third-party research groups; • market reactions to merger and acquisition activities in the semiconductor industry, and rumors or expectations of further consolidation in the industry; 27 Table of Contents • investor perceptions of us and our business strategies; • the breadth and liquidity of the market for our common stock; • trading activity in our common stock, including short positions; • actions by institutional or other large stockholders; •