10-K – 2026-02-27 – mpwr20251231_10k.htm

The following table summarizes the adoption of trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended December 31, 2025:

 

Name and Title
  Adoption Date
  Plan Duration
  Intended Sale Amount
(in shares)

Deming Xiao ,  Executive Vice President, Global Operations
  November 13, 2025
  Through November 13, 2026
  Up to 80,976

Maurice Sciammas ,  Executive Vice President, Worldwide Sales and Marketing
  November 24, 2025
  Through December 31, 2026
  Up to 42,000

Saria Tseng , Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary
  November 28, 2025
  Through November 27, 2026
  Up to 43,673

 

The following table summarizes the termination of trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended December 31, 2025:

 

Name and Title
  Termination Date
  Original Plan Duration
  Intended Sale Amount
(in shares)
  Sold Amount
(in shares)

Saria Tseng , Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary
  November 17, 2025
  Through December 31, 2025
  Up to 33,963
  32,650

 

During the three months ended December 31, 2025,  no  trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) were modified, and  no  other written trading arrangements that are not intended to qualify for the Rule 10b5-1(c) affirmative defense were adopted, modified, or terminated.

 

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

Not applicable.

 

78

Table of Contents

 

PART III

 

Item 10.
Directors, Executive Officers and Corporate Governance

 

Reference is made to the information regarding directors and nominees, code of ethics, insider trading policy and other corporate governance matters and disclosure relating to compliance with Section 16(a) of the Securities Exchange Act of 1934 appearing in the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”), which information is incorporated in this Annual Report on Form 10-K by reference. Information regarding executive officers is set forth under the caption “Information about Executive Officers” in Part I of this Annual Report on Form 10-K.

 

Item 11.
Executive Compensation

 

The information required by this item will be set forth under the caption “Named Executive Officer Compensation” in the Company’s Proxy Statement for the 2026 Annual Meeting, and is incorporated herein by reference.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information required by this item will be set forth under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s Proxy Statement for the 2026 Annual Meeting, and is incorporated herein by reference.

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

The information required by this item will be set forth under the captions “Certain Relationships and Related Transactions” and “Proposal One - Election of Directors” in the Company’s Proxy Statement for the 2026 Annual Meeting, and is incorporated herein by reference.

 

Item 14.

Principal Accountant Fees and Services

 

The information required by this item will be set forth under the caption “Audit and Other Fees” in the Company’s Proxy Statement for the 2026 Annual Meeting, and is incorporated herein by reference.

 

79

Table of Contents

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

 

(a) Documents filed as part of this report

 

(1) All financial statements

 

 
Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)

42

Consolidated Balance Sheets

44

Consolidated Statements of Operations

45

Consolidated Statements of Comprehensive Income

46

Consolidated Statements of Stockholders’ Equity

47

Consolidated Statements of Cash Flows

48

Notes to Consolidated Financial Statements

49

 

(2) Financial Statement Schedules

 

All schedules have been omitted because they are not required, not applicable, or the information required is otherwise included in the consolidated financial statements or notes thereto.

 

(3) Exhibits

 

Exhibit
Number

 
Description

 
 
 

3.1 (1)

 
Amended and Restated Certificate of Incorporation of Monolithic Power Systems, Inc., effective June 12, 2025.

 
 
 

3.1 (2)

 
Amended and Restated Bylaws of Monolithic Power Systems, Inc., effective November 19, 2025.

 
 
 

4.1 (3)

 
Description of the Registrant ’ s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

 
 
 

10.1+(4)

 
Registrant ’ s 2004 Employee Stock Purchase Plan and form of subscription agreement.

 
 
 

10.2+(5)

 
Form of Directors ’   and Officers ’   Indemnification Agreement.

 
 
 

10.3+(6)

 
Employment Agreement with Michael Hsing , and Amendment thereof.

 
 
 

10.4+(7)

 
Employment Agreement with Maurice Sciammas , and Amendment thereof.

 
 
 

10.5+(8)

 
Employment Agreement with Deming Xiao , and Amendment thereof.

 
 
 

10.6+(9)

 
Letter Agreement with Victor Lee.

 
 
 

10.7+(10)

 
Letter Agreement with Jeff Zhou.

 
 
 

10.8+(11)

 
Monolithic Power Systems, Inc. Master Cash Performance Bonus Plan.

 
 
 

10.9+(12)

 
Letter Agreement with Eugen Elmiger.

 
 
 

10.10+(13)

 
Monolithic Power Systems, Inc. 2014 Equity Incentive Plan, as amended, and Form of Grant Agreement .

 

80

Table of Contents

 

10.11+(14)

 
Employment Agreement with Bernie Blegen.

 
 
 

10.12+(15)

 
Employment Agreement   with Saria Tseng and Amendment   thereof.

 
 
 

10.13+(16)

 
Monolithic Power Systems, Inc. Amended and Restated 2014 Equity Incentive Plan.

 
 
 

10.14+(17)

 
Form of Grant Agreement for grants of Performance Stock Units under the Monolithic Power Systems, Inc. Amended and Restated 2014 Equity Incentive Plan.

 
 
 

10.15+(18)

 
Letter Agreement with Carintia Martinez.

 
 
 

10.16+(19)

 
Indemnification Agreement with Carintia Martinez.

 
 
 

10.17+(20)
 
Letter Agreement with Eileen Wynne.

 
 
 

10.18+(21)
 
Indemnification Agreement with Eileen Wynne.

 
 
 

10.19+(22)
 
Monolithic Power Systems, Inc. 2004 Employee Stock Purchase Plan, Amended and Restated as of August 16, 2023.

 
 
 

19.1 (23)
 
Monolithic Power Systems, Inc. Insider Trading Compliance Program.

 
 
 

21.1

 
Subsidiaries of Monolithic Power Systems, Inc.

 
 
 

23.1

 
Consent of Independent Registered Public Accounting Firm.

 
 
 

24.1

 
Power of Attorney (included on Signature page to this Form 10-K).

 
 
 

31.1

 
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
 
 

31.2

 
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
 
 

32.1*

 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
 
 

97.1+(24)
 
Monolithic Power Systems, Inc. Compensation Clawback Policy.

 
 
 

101.INS

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

 
 
 

101.SCH

 
Inline XBRL Taxonomy Extension Schema Document

 
 
 

101.CAL

 
Inline XBRL Taxonomy Extension Calculation Linkbase Document

 
 
 

101.DEF

 
Inline XBRL Taxonomy Extension Definition Linkbase Document

 
 
 

101.LAB

 
Inline XBRL Taxonomy Extension Label Linkbase Document

 
 
 

101.PRE

 
Inline XBRL Taxonomy Extension Presentation Linkbase Document

 
 
 

104

 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

+

Management contract or compensatory plan or arrangement.

*

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

(1)

Incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on June 16, 2025. 

(2)
Incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on November 21, 2025.

(3)

Incorporated by reference to Exhibit 4.1 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 28, 2020.

(4)

Incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-117327), filed with the Securities and Exchange Commission on November 15, 2004.

 

81

Table of Contents

 

(5)

Incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-117327), filed with the Securities and Exchange Commission on November 15, 2004.

(6)

Incorporated by reference to Exhibit 10.7 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 11, 2008 and Exhibit 10.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on December 19, 2008.

(7)

Incorporated by reference to Exhibit 10.8 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 11, 2008 and Exhibit 10.3 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on December 19, 2008.

(8)

Incorporated by reference to Exhibit 10.10 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 11, 2008 and Exhibit 10.4 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on December 19, 2008.

(9)

Incorporated by reference to Exhibit 10.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on September 14, 2006.

(10)

Incorporated by reference to Exhibit 10.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 3, 2010.

(11)

Incorporated by reference to Annexure C of the Registrant’s Proxy Statement on Schedule 14A (File No. 000-51026), filed with the Securities and Exchange Commission on April 30, 2013.

(12)

Incorporated by reference to Exhibit 10.36 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 10, 2014.

(13)

Incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-199782), filed with the Securities and Exchange Commission on November 3, 2014.

(14)

Incorporated by reference to Exhibit 10.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on July 22, 2016.

(15)

Incorporated by reference to Exhibit 10.14 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 28, 2020.

(16)

Incorporated by reference to Annexure B of the Registrant’s Proxy Statement on Schedule 14A (File No. 000-51026), filed with the Securities and Exchange Commission on April 29, 2020.

(17)

Incorporated by reference to Exhibit 10.3 of the Registrant’s quarterly report on Form 10-Q (File No. 000-51026), filed with the Securities and Exchange Commission on May 5, 2023.

(18)

Incorporated by reference to Exhibit 10.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on May 28, 2021.

(19)

Incorporated by reference to Exhibit 10.2 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on May 28, 2021.

(20)
Incorporated by reference to Exhibit 10.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 8, 2023.

(21)
Incorporated by reference to Exhibit 10.2 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 8, 2023.

(22)
Incorporated by reference to Exhibit 10.1 of the Registrant’s quarterly report on Form 10-Q (File No. 000-51026), filed with the Securities and Exchange Commission on August 4, 2023.

(23)
Incorporated by reference to Exhibit 19.1 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 3, 2025.

(24)
Incorporated by reference to Exhibit 97.1 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 29, 2024.

 

Item 16.

Form 10-K Summary

 

None.

 

82

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 
MONOLITHIC POWER SYSTEMS, INC.

 

 
 
 
 

 
 
 
 

Date: February 27, 2026

By:

/s/ Michael Hsing

 

 
 
Michael Hsing

 

 
 
President and Chief Executive Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Hsing and T. Bernie Blegen, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 27, 2026 by the following persons on behalf of the registrant and in the capacities indicated:

 

/s/ Michael Hsing

 
President, Chief Executive Officer, and Director (Principal Executive Officer)

MICHAEL HSING

 
 

 
 
 

/s/ T. Bernie Blegen

 
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

T. BERNIE BLEGEN

 
 

 
 
 

/s/ Herbert Chang

 
Director

HERBERT CHANG

 
 

 
 
 

/s/ Eugen Elmiger

 
Director

EUGEN ELMIGER

 
 

 
 
 

/s/ Victor K. Lee

 
Director

VICTOR K. LEE

 
 

 
 
 

/s/ Carintia Martinez

 
Director

CARINTIA MARTINEZ

 
 

 
 
 

/s/ Eileen Wynne

 
Director

EILEEN WYNNE

 
 

 
 
 

/s/ Jeff Zhou
 
Director

JEFF ZHOU
 
 

 

83