MaxLinear, Inc
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ITEM 1. BUSINESS
Corporate Information
We incorporated in the State of Delaware in September 2003. Our executive offices are located at 5966 La Place Court, Suite 100, Carlsbad, California 92008, and our telephone number is (760) 692-0711. In this Form 10-K, unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer to MaxLinear, Inc. and its directly and indirectly wholly-owned subsidiaries. Our website address is www.maxlinear.com. The contents of our website are not incorporated by reference into this Form 10-K. We provide free of charge through a link on our website access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as amendments to those reports, as soon as reasonably practical after the reports are electronically filed with, or furnished to, the Securities and Exchange Commission, or SEC. Refer to Intellectual Property Rights section below for a list of our trademarks and trade names. All other trademarks and trade names appearing in this Form 10-K are the property of their respective owners.
Overview
We are a provider of communications systems-on-chip, or SoCs, used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. Our ability to design analog and mixed-signal circuits in complementary metal-oxide-semiconductors, or CMOS, allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition. These solutions also enable shorter design cycles, significant design flexibility and low system-level cost across a range of markets.
Our customers primarily include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, which incorporate our products in a wide range of electronic devices. Examples of such devices include radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; optical transceivers targeting hyperscale data centers; Wi-Fi and wireline routers for home networking; broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical fiber standards, or PON, and digital subscriber line, or DSL; as well as power management and interface products used in these and many other markets.
Industry Background
Over the last three decades, ubiquitous internet connectivity has driven exponential growth in data content, delivery, distribution, and consumption. We expect this trend to continue owing to:
•Accelerated expansion of advanced data center technologies and cloud-based services including, Amazon Web Service, or AWS, Google Cloud Platform, and software as service, or SAAS, in general;
•The explosive emergence of artificial intelligence, or AI, platforms and services such as OpenAI, Copilot, Anthropic Claude, and Google Gemini, which broadly amplify human ability to harness high-performance computing within the data center;
•Continued proliferation of on-demand Over-The-Top, or OTT, video services such as Netflix, Amazon Prime and Disney+;
•The “remote economy” accelerated by the COVID-19 pandemic, the shift to work-from-home, and increasing reliance on services such as Zoom, Microsoft Teams, and Google Meet;
•The proliferation of “Internet of Things”, or IoT, including internet-connected devices and systems within the home, manufacturing industries, and enterprises; and
•Large-scale proliferation and advancement of wireless broadband services, whether through 5G+ or WiFi, which act as an accelerant for all these technologies.
These factors, individually and combined, have created economic pressure to continuously upgrade network bandwidth and latency (i.e. the delay between sender and receiver) in order to exploit the exponential growth of the above activities. For example, cloud-based services increasingly require stringent low latency and extremely high-speed network connections between servers and storage within a data center. These cloud services may leverage generative AI, which requires racks of
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high-performance servers and storage connected by the fastest-available networks. They may also rely on real-time communication with systems of IoT devices including sensors, lighting, and actuators; smart speakers, smart lighting and other smart appliances in the connected home; commercial air-conditioning and refrigeration; video surveillance equipment; manufacturing machinery; and point-of-sale and asset tracking systems. All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices which integrate wide spectrum/broadband, high-frequency circuits together with digital signal processing algorithms. Such devices not only expand the available network bandwidth, but also utilize that bandwidth more efficiently.
Markets
The above trends propel demand across many of our target end markets, such as:
•Data Center Infrastructure: Inside data centers operated by Meta, Amazon, Microsoft, Google, Oracle, Alibaba, Bytedance, Tencent, and others, high-speed optical transceivers connect racks of servers and storage through a hierarchical network of switches and routers. Cloud services and machine learning are dependent upon the ability to interconnect vast numbers of servers and storage inside a data center with extremely low latency and the highest bandwidth to enable the entire data center to act as a single computing or data processing unit. Consequently, the data traffic growth inside the data center has significantly outstripped the data traffic flowing to and from the data center. Currently, while server connections are transitioning from 10Gbps to 25Gbps or 100Gbps speeds, router and switch connections are moving from 400G to 800 and 1600Gbps (1.6T) interconnections, with the next generation of switch connections (under development) targeting 1600Gbps. These transitions are possible, in large part, owing to the innovations in semiconductor design, incorporating high-speed digital signal processing together with broadband analog and mixed signal circuits in advanced CMOS process nodes. The physical limits and challenges of removing the heat dissipated by these optical transceivers and switches are the primary barriers to even higher interconnect speeds. For all these reasons, improving the bandwidth and power efficiency of data center networking technology within and between data centers remains a critical challenge for the evolution of next-generation data centers.
•5G Wireless Infrastructure: Expensive, finite, fractured and discontiguous 5G wireless spectrum is being utilized more efficiently by aggregating or bonding multiple non-contiguous channels of spectrum with highly complex radio transceivers in a wireless base-station radio unit. These complex radio transceivers can also be configured in large antenna arrays to direct wireless signals more efficiently to specific users, also known as Massive Multiple-Input Multiple Output beamforming, or MMIMO. Beamforming vastly improves the efficiency with which spectrum is used (thereby increasing network capacity), as well as cell tower coverage (range), allowing an operator to do more with less. Densification, the process of increasing the number of wireless base-stations per unit area, also improves network capacity and coverage. In turn, the wireless and optical backhaul transport networks required to connect the higher number of base-station cells must have greater data capacity. As a result, microwave wireless backhaul and fronthaul transport links are migrating to millimeter wave operating frequencies where the availability of spectrum improves data capacity by more than tenfold. Implementing 5G access and transport functionality within base-stations requires radio transceivers that can process larger radio spectrum bandwidths; have expanded RF range; compensate for signal distortion from high-power amplifiers; support beamforming in large antenna arrays; and have the ability to transport high-speed data to and from the network, all in a low-cost, power-efficient design.
•Broadband Access: Several drivers of broadband services have grown in significance in the last few years, including hybrid work-from-home, and the number and diversity of streaming service offerings. The focal point of network performance to and within the location is a gateway. These gateways not only determine the internet speeds coming into the location, but also the speed at which content is distributed throughout the location. Broadband modems – whether coaxial, fiber, fixed wireless or DSL, are needed to process increasingly wider portions of the spectrum carried by these media. Advances in these modems, powered by advanced SoCs, are enabling operators to aggregate the bandwidth of more channels and to widen the channels themselves, thereby increasing the download and upload speeds available to the consumer.
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•Connectivity: Connectivity is ubiquitous in our modern and transforming economy, where increasingly every device, including those inside our smart homes, enterprises, manufacturing robots, automobiles, commercial infrastructure, personal computers, personal health wear and gadgets, etc. are connected to the internet and each other. For example, each broadband access gateway, which is the entry point for internet connection into a home, typically implements several different communication standards for distributing content and internet connectivity throughout, including Wi-Fi, Ethernet, Multimedia over Coax (MoCA), and power line communications. Each of these standards relies on dedicated transceivers and signal processing powered by custom semiconductor products. For example, newer generations of Wi-Fi utilize increasing multiplicity of transceivers to enhance throughput. Advanced implementations of Wi-Fi deploy as many as eight transceivers inside a single gateway box, combined with Wi-Fi extenders to improve coverage in a large area. Consequently, the number of transceivers required, whether for wireless or broadband wireline access and distribution, increases proportionally to the increase in the number of broadband access connections. All connectivity standards rely on multiple wireless or wireline transceivers or single large bandwidth transceivers to improve the data handling capacity and ability to talk to multiple devices simultaneously.
•Industrial & Multi-Market: Manufacturing systems are increasingly being connected to each other and to the cloud. Such connectivity enables a range of operational improvements, such as better plant utilization and scheduling, reduction in power consumption, and the detection of precursors to equipment failure, enabling proactive maintenance and management. Connectivity is also at the heart of powerful new approaches to plant management such as digital twinning and industrial AI. To make connectivity economical, legacy equipment and new installations need to communicate with each other via newer and older connectivity protocol standards. Our product portfolio, featuring serial interfaces, Universal Serial Bus, or USB, Universal Asynchronous Receiver-Transmitters, or UARTS, Peripheral Component Interconnect Express, or PCIe, devices, data converters, and Power Management Integrated Circuits, or PMICs, is strategically positioned to capitalize on such growth opportunities in this expanding market. Such a diverse range of interface and bridge products effectively serves a broad spectrum of end markets, including industrial automation, process control and manufacturing IT, among others.
To summarize, the innovation in broadband, low power, integrated communication SoCs is the engine of competitiveness across a range of different businesses spanning broadband wireline access, mobile data services, hyperscale cloud data centers, and cloud computation and storage markets. This has led to a long term and continuing secular trend of compounded growth in demand for systems that feature multiplier RF, mixed signal, and high-performance analog and digital signal processing transceiver SoCs.
Challenges Faced by Providers of Systems and RF Transceivers and High Speed Interconnects
Designing and implementing state-of-the-art RF and optical transceiver systems is difficult owing to the high operating frequency ranges and wide frequency bands employed by communication signals, and the low power budgets of applications. As an example of difficulty, system designers must contend with significantly more sources of interference and signal impairments than in the case of traditional narrow band, low-frequency communication systems. Wider bandwidths require faster devices, but demand has outstripped the rate at which semiconductor processes improve, particularly so for the mainstream CMOS process roadmap.
The key challenges of capturing and processing high quality broadband communications signals include:
•Receiving RF/digital communications signals spanning multiple frequency bands over a wide spectrum: Many of the advanced high-data-rate applications require the simultaneous RF reception of multiple channels or frequency bands in order to first aggregate, and subsequently demodulate, the data signal, which is spread over discrete disparate frequency bands. Likewise, data transmission is achieved by disaggregating the user’s data signal and transmitting it over multiple available frequency bands spanning a wide frequency spectrum. For example, in the broadband gateway markets, it is necessary to support the simultaneous reception of multiple high-definition video streams, video conferencing, and data applications in many system designs. OEMs meet these stringent requirements via multiple narrow- or wide-band RF receivers, each of which is dedicated to the reception of a single frequency band. An alternate, but highly challenging, approach involves Full Spectrum Capture, or FSCTM, receiver SoCs, which can process the entire available RF frequency spectrum in the transmission medium. They can then select and aggregate the relevant frequency bands over which the data is spread using analog and mixed-signal digital co-processing techniques. In contrast, use of multiple discrete conventional narrowband RF receivers is impractical due to increased design complexity, overall cost, circuit board space, power consumption and heat dissipation limitations. In addition, such narrowband receiver implementations suffer from signal
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integrity issues, reliability, and thermal challenges owing to the proximity of sensitive multiple RF receivers and discrete components in a limited PCB footprint.
•Signal Clarity Performance Requirements: In communications systems, performance is limited by the quality of the received/transmitted signal that can be supported throughout the channel bandwidth. Signal-to-noise, or SNR, ratio measures the strength of the desired signal relative to the sum of the noise and undesired signal energy in the same channel. High capacity 5G wireless cellular data networks operate across non-contiguous wireless spectrum bands, while wired coaxial cable and power-line networks require broadband RF transceivers supporting high SNR. Optical transceivers operate across the widest bandwidths available and must preserve the necessary SNR throughout their bandwidth. These transceiver systems must compensate for impairments introduced as the signal propagates through wire, fiber or wireless mediums, as well as isolate the desired signals from the undesired signals that are invariably present in their wide operating frequency range. The undesired signals not only include the noise generated by the natural environment, but also interference produced by home appliances, enterprise communications equipment, and other wireless networking systems. For example, in 5G mobile infrastructure applications, a radio transceiver receiving a channel at 1710MHz must cope with reflections in the environment as well as interference from a neighboring channel at 1660MHz picked up by the receiving antenna. The transceiver must also compensate for distortion introduced by the strong signals out of the transmitting antenna. Analog and digital signal processing is employed to improve SNR in the received and transmitted signals. Beamforming and MMIMO of radio signals also significantly improves SNR ratio, but requires sophisticated RF, analog and digital signal co-processing, and software expertise. Broadband reception and beamforming of RF signals in mobile environments are extremely difficult to implement due to the stringent size, cost, and power consumption constraints. Also, higher order modulation of communication signals requires extremely high SNR to maximize data capacity in a finite spectrum, which greatly increases the difficulty of implementing broadband systems.
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Annual Report”) and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 in the section titled “Risk Factors.”
Overview
We are a provider of communications systems-on-chips, or SoCs, solutions used in data center, broadband, mobile and wireline infrastructure, and industrial and multi-market applications. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. Our ability to design analog and mixed-signal circuits in complementary metal-oxide-semiconductors, or CMOS, allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition. These solutions also enable shorter design cycles, significant design flexibility and low system-level cost across a range of markets.
Our customers primarily include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, which incorporate our products in a wide range of electronic devices. Examples of such devices include optical transceivers targeting hyperscale data centers; Wi-Fi and wireline routers for home networking; broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical network, or PON, radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; and digital subscriber line, or DSL; as well as power management and interface products used in these and many other markets. In addition, we generate revenue from certain intellectual property sale agreements.
In the nine months ended September 30, 2026, net revenue was $524.1 million, which was derived in part from sales of high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, RF receivers and RF receiver SoC and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications. We have experienced growth in sales demand across our infrastructure, connectivity, and industrial and multi-market end markets driven by new product wins and market growth, particularly in our data center-oriented infrastructure revenue. We continue to develop and innovate with new products for new solutions in all of our end markets using advanced semiconductor process nodes, while addressing opportunities capturing and processing high-speed optical interconnect signals and high quality broadband communications.
Products shipped to Asia accounted for 85% and 81% of net revenue during the nine months ended September 30, 2026 and 2025, respectively. Although a large percentage of our products is shipped to Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold outside Asia. For example, revenue generated from sales of our products during the nine months ended September 30, 2026 and 2025 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars.
A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products. Sales of products to customers comprise both direct sales to customers and indirect sales through distributors. In the nine months ended September 30, 2026, one customer accounted for 10% of our net revenue, and our ten largest customers collectively accounted for 56% of our net revenue. For certain customers, we sell multiple products into disparate end user applications such as PON outdoor units, or PON ODUs, Wi-Fi routers, broadband gateways, and cable modems.
Our business depends on winning competitive selection processes, known as design wins, to develop integrated circuits for use in our customers’ products. These selection processes are typically lengthy, and as a result, our sales cycles will vary
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based on the specific market served, whether the design win is with an existing or a new customer and whether our product being designed in our customer’s device or system is a first generation or subsequent generation product. Our customers’ products can be complex and, if our engagement results in a design win, can require significant time to move into volume production. Because the sales cycle for our products is long, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize any revenue. We do not have any long-term purchase commitments with any of our customers, all of whom purchase our products on a purchase order basis. Once one of our products is incorporated into a customer’s design, however, we believe that our product is likely to remain a component of the customer’s product for its life cycle because of the time and expense associated with redesigning the product or substituting an alternative chip. Product life cycles in our target markets will vary by application. Typical design-ins can have a product life cycle of 24 to 60 months.
Terminated Silicon Motion Merger
On May 5, 2022, we entered into an agreement and plan of merger, or the Merger Agreement, with Silicon Motion Technology Corporation, or Silicon Motion, an exempted company with limited liability incorporated under the Law of the Cayman Islands, pursuant to which, subject to the terms and conditions thereof, we agreed to acquire Silicon Motion pursuant to a statutory merger of Shark Merger Sub, a wholly-owned subsidiary of MaxLinear, with and into Silicon Motion, with Silicon Motion surviving the merger as a wholly-owned subsidiary of MaxLinear. Silicon Motion is a provider of NAND flash controllers for solid state drives and other solid state storage devices.
On July 26, 2023, we terminated the Merger Agreement and notified Silicon Motion that we were relieved of our obligations to close because, among other reasons, (i) certain conditions to closing set forth in the Merger Agreement were not satisfied and were incapable of being satisfied, (ii) Silicon Motion had suffered a Material Adverse Effect that was continuing, (iii) Silicon Motion was in material breach of representations, warranties, covenants, and agreements in the Merger Agreement that gave rise to the right of the Company to terminate, and (iv) in any event, the First Extended Outside Date had passed and was not automatically extended because certain conditions in Article 6 of the Merger Agreement were not satisfied or waived as of May 5, 2023. Under the terms of the Merger Agreement, MaxLinear was not required to pay a break-up fee or other fee as a result of the termination of the Merger Agreement on these grounds. On August 16, 2023, Silicon Motion delivered a notice to us, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration to seek damages from us arising from our alleged breaches of the Merger Agreement. Undefined capitalized terms in this paragraph have the same meaning as in the Merger Agreement.
On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that we breached the Merger Agreement. See Note 14, Commitments and Contingencies of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on legal proceedings related to the termination of the Merger Agreement.
Recent Developments
Third Amendment to Credit Agreement
On October 16, 2026, MaxLinear entered into an Amendment No. 3 to Credit Agreement (the “Third Amendment”), by and among MaxLinear, Exar Corporation, a Delaware corporation and a wholly-owned subsidiary of MaxLinear, MaxLinear Communications, LLC, a Delaware limited liability company and a wholly-owned subsidiary of MaxLinear, the lenders party thereto and Agent. The Third Amendment amends the Credit Agreement, by and among MaxLinear, the lenders from time to time party thereto and the Agent, to, among other things, provide for $70 million in incremental revolving credit commitments (the “Incremental Commitments”) under the Revolving Facility. After giving effect to the Incremental Commitments, the Revolving Facility provides for total revolving commitments in an aggregate principal amount of up to $200 million. The Third Amendment also amends MaxLinear’s liquidity covenant by reducing the threshold thereunder from $80 million to $60 million. The proceeds of the Revolving Facility may be used for working capital and general corporate purposes.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which are prepared in accordance with accounting principles that are generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to business combinations, revenue
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recognition, inventory valuation, production masks, goodwill and other intangible assets valuation, and income taxes. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.
We believe that the accounting policies and estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting policies and estimates. Accordingly, those are the policies and estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.
For a summary of our critical accounting policies and estimates, refer to Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2025, which we filed with the Securities and Exchange Commission, or SEC, on January 29, 2026, or our Annual Report. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2026.
Recently Adopted Accounting Pronouncements
See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements as of the date of this report, if any.
Recently Issued Accounting Pronouncements
See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements not yet adopted as of the date of this report, if any.
Results of Operations
The following describes the line items set forth in our unaudited consolidated statements of operations.
Net Revenue. Net revenue is generated from sales of radio-frequency, analog, digital, and mixed-signal integrated circuits and intellectual property for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications, as well as patent and intellectual property licenses. A significant portion of our sales is to distributors, who then resell our products.
Cost of Net Revenue. Cost of net revenue includes the cost of finished silicon wafers processed by third-party foundries; costs associated with our outsourced packaging and assembly, test and shipping; costs of personnel, including salaries, benefits, and stock-based compensation; equipment associated with manufacturing support, logistics and quality assurance; amortization of acquired developed technology and purchased licensed technology intangible assets; inventory fair value adjustments, if any; amortization of certain production mask costs and IP license costs; cost of production load boards and sockets; and an allocated portion of our occupancy costs.
Research and Development. Research and development, or R&D, expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, new product engineering mask costs, prototype integrated circuit packaging and test costs, CAD software license costs, intellectual property license costs, reference design development costs, development testing and evaluation costs, depreciation expense, and allocated occupancy costs, partially offset by income from joint R&D projects and/or governmental R&D grants, if any. Research and development activities include the design of new products, refinement of existing products and design of test methodologies to ensure compliance with required specifications. All research and development costs are expensed as incurred. Income from joint R&D projects and governmental R&D grants are reflected as a credit to research and development expense when such income has been earned and any contingencies associated with retaining such income have been resolved.
Selling, General and Administrative. Selling, general and administrative expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, amortization of certain acquired intangible assets, merger, acquisition and integration costs, if any, third-party sales commissions, field application engineering support, travel costs, professional and consulting fees, legal fees, depreciation expense and allocated occupancy costs.
Restructuring Charges. Restructuring charges consist of severance, lease and leasehold impairment charges, and other charges related to restructuring plans.
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Interest and Other Income (Expense), Net. Interest and other income (expense), net includes interest income, interest expense and other income (expense). Interest income consists of interest earned on our cash, cash equivalents and restricted cash balances. Interest expense consists of interest accrued on debt and amortization of discounts on debt and other liabilities. Other income (expense) generally consists of income (expense) generated from non-operating transactions.
Income Tax Provision (Benefit). We make certain estimates and judgments in determining income taxes for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expenses for tax and financial statement purposes and the realizability of assets in future years.
The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net revenue | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
| Cost of net revenue | 41 | 43 | 42 | 43 | ||||||||||||||||||||||
| Gross profit | 59 | 57 | 58 | 57 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Research and development | 28 | 43 | 32 | 47 | ||||||||||||||||||||||
| Selling, general and administrative | 17 | 38 | 24 | 36 | ||||||||||||||||||||||
| Restructuring charges | — | 9 | — | 7 | ||||||||||||||||||||||
| Total operating expenses | 45 | 90 | 56 | 90 | ||||||||||||||||||||||
| Income (loss) from operations | 14 | (33) | 2 | (34) | ||||||||||||||||||||||
| Interest income | — | 1 | — | 1 | ||||||||||||||||||||||
| Interest expense | (1) | (2) | (1) | (2) | ||||||||||||||||||||||
| Other income (expense), net | — | — | — | (2) | ||||||||||||||||||||||
| Total other income (expense), net | (1) | (2) | (1) | (3) | ||||||||||||||||||||||
| Income (loss) before income taxes | 13 | (34) | 1 | (37) | ||||||||||||||||||||||
| Income tax provision (benefit) | — | 2 | 3 | — | ||||||||||||||||||||||
| Net income (loss) | 13 | % | (36) | % | (3) | % | (37) | % | ||||||||||||||||||
Net Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | (dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Infrastructure | $ | 124,907 | $ | 40,343 | $ | 84,564 | 210 | % | $ | 272,737 | $ | 101,613 | $ | 171,124 | 168 | % | |||||||||||||||||||||||||||||||||||||||||
| % of net revenue | 57 | % | 32 | % | 52 | % | 31 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Broadband | 53,345 | 58,236 | (4,891) | (8) | % | 141,853 | 146,675 | (4,822) | (3) | % | |||||||||||||||||||||||||||||||||||||||||||||||
| % of net revenue | 24 | % | 46 | % | 27 | % | 44 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Connectivity | 24,713 | 18,968 | 5,745 | 30 | % | 67,276 | 59,944 | 7,332 | 12 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| % of net revenue | 11 | % | 15 | % | 13 | % | 18 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and multi-market | 15,092 | 8,912 | 6,180 | 69 | % | 42,226 | 22,973 | 19,253 | 84 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| % of net revenue | 7 | % | 7 | % | 8 | % | 7 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenue | $ | 218,057 | $ | 126,459 | $ | 91,598 | 72 | % | $ | 524,092 | $ | 331,205 | $ | 192,887 | 58 | % | |||||||||||||||||||||||||||||||||||||||||
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Net revenue increased $91.6 million to $218.1 million for the three months ended September 30, 2026, as compared to $126.5 million for the three months ended September 30, 2025, driven by increased demand in our data center infrastructure, industrial and multi-market and connectivity categories, partially offset by declines in the volume of sales in broadband markets. The increase in infrastructure net revenue of $84.6 million was driven by increases in the volume of shipments of optical, products for data center applications, high-performance analog, and wireless backhaul products. The decrease in broadband net revenue of $4.9 million was driven by decreases in the volume of cable data and broadband SoC shipments as customers transition to new standards. The increase in industrial and multi-market net revenue of $6.2 million was driven by increased volume of shipments of high-performance analog and component products in this category. The increase in connectivity net revenue of $5.7 million was driven by increases in the volume of Wi-Fi and ethernet product shipments. Price changes did not have a material impact to revenues period over period.
Net revenue increased $192.9 million to $524.1 million for the nine months ended September 30, 2026, as compared to $331.2 million for the nine months ended September 30, 2025, driven by increased demand in our infrastructure, industrial and multi-market, and connectivity categories, partially offset by declines in the volume of sales in broadband markets. The increase in infrastructure net revenue of $171.1 million was driven by increases in the volume of shipments of optical, products for data center applications. high-performance analog, and wireless backhaul and access products. The decrease in broadband net revenue of $4.8 million was driven by decreases in the volume of cable data shipments, driven by a customer's transition to a new standard, partially offset by an increase in the volume of PON SoC shipments in this category. The increase in industrial and multi-market net revenue of $19.3 million was driven by increased volume of shipments of high-performance analog and component products in this category. The increase in connectivity net revenue of $7.3 million was driven by increases in the volume of Wi-Fi product shipments. Price changes did not have a material impact to revenues period over period.
Cost of Net Revenue and Gross Profit
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | (dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of net revenue | $ | 89,987 | $ | 54,558 | $ | 35,429 | 65 | % | $ | 219,475 | $ | 143,948 | $ | 75,527 | 52 | % | |||||||||||||||||||||||||||||||||||||||||
| % of net revenue | 41 | % | 43 | % | 42 | % | 43 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 128,070 | 71,901 | 56,169 | 78 | % | 304,617 | 187,257 | 117,360 | 63 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| % of net revenue | 59 | % | 57 | % | 58 | % | 57 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
Cost of net revenue increased $35.4 million to $90.0 million for the three months ended September 30, 2026, as compared to $54.6 million for the three months ended September 30, 2025. The increase was driven by an increase in the volume of sales as described above under “Net Revenue”. Gross profit percentage improved for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, due to product mix.
Cost of net revenue increased $75.5 million to $219.5 million for the nine months ended September 30, 2026, as compared to $143.9 million for the nine months ended September 30, 2025. The increase was driven by an increase in the volume of sales as described above under “Net Revenue”. Gross profit percentage improved for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, due to product mix.
We currently expect that gross profit percentage will fluctuate in the future, from period-to-period, based on changes in product mix, average selling prices, and average manufacturing costs.
Research and Development
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | (dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 60,642 | $ | 54,252 | $ | 6,390 | 12 | % | $ | 169,837 | $ | 156,908 | $ | 12,929 | 8 | % | |||||||||||||||||||||||||||||||||||||||||
| % of net revenue | 28 | % | 43 | % | 32 | % | 47 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
Research and development expense increased $6.4 million to $60.6 million for the three months ended September 30, 2026, as compared to $54.3 million for the three months ended September 30, 2025. The increase was driven by increases in payroll and benefits expenses of $3.5 million, outside services of $3.1 million, and prototype expenses of $2.0 million. These increases relate to added engineering headcount and CAD design tools and other purchases to support current engineering
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projects. These increases were partially offset by a decrease in bonus expense of $2.3 million which related to timing of improvement in financial performance resulting in an increased accrual in the third quarter of 2025.
Research and development expense increased $12.9 million to $169.8 million for the nine months ended September 30, 2026, as compared to $156.9 million for the nine months ended September 30, 2025. The increase was driven by increases in payroll and related expense of $4.1 million, the impact of a decrease in income from joint R&D projects and governmental grants of $3.7 million, CAD software license costs of $2.9 million, prototype expenses of $2.2 million, and bonus expenses of $2.1 million. The increase in payroll and related expenses, CAD software license costs and prototype expenses were driven by added engineering headcount and CAD design tools and other purchases to support current engineering projects. The increase in bonus expenses was due to improved performance over the prior year. The amount of income from research and development funded by others varies from period to period depending on availability of such funding, including governmental grants. These increases were partially offset by a decrease in stock-based compensation of $2.7 million related to incremental grants made to employees in late 2024 for retention purposes.
We have aligned our research and development spending with current project demands and expect our research and development expenses to increase in future years as we develop products to drive future growth.
Selling, General and Administrative
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | $ | 36,947 | $ | 47,674 | $ | (10,727) | (23) | % | $ | 125,155 | $ | 117,624 | $ | 7,531 | 6 | % | ||||||||||||||||||||||||||||||||||||||||||
| % of net revenue | 17 | % | 38 | % | 24 | % | 36 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense decreased $10.7 million to $36.9 million for the three months ended September 30, 2026, as compared to $47.7 million for the three months ended September 30, 2025. The decrease was driven by a decrease in professional fees of $8.0 million, payroll and benefits expense of $1.4 million, and stock-based compensation of $1.0 million. The decrease in professional fees is attributable to lower legal fees related to ongoing litigation compared to the prior period. The decrease in payroll and benefits expense and stock-based compensation expense was due to lower headcount this period compared to the prior period.
Selling, general and administrative expense increased $7.5 million to $125.2 million for the nine months ended September 30, 2026, as compared to $117.6 million for the nine months ended September 30, 2025. The increase was driven mainly by increases in stock-based compensation of $12.7 million and bonus expenses of $2.0 million, partially offset by a decrease in professional fees of $7.5 million. The increase in stock-based compensation and bonus expenses is due to improved financial performance, as well as a small increase in headcount, over the prior period. The decrease in professional fees is mainly due to lower legal costs related to ongoing litigation.
Our selling, general and administrative expenses have fluctuated over the prior year due to the factors described above. We expect selling, general and administrative expenses to increase in future years with incremental growth in our sales and marketing organization to expand into existing and new markets.
Restructuring Charges
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring charges | $ | 254 | $ | 11,264 | $ | (11,010) | (98) | % | $ | 792 | $ | 24,723 | $ | (23,931) | (97) | % | ||||||||||||||||||||||||||||||||||||||||
| % of net revenue | — | % | 9 | % | — | % | 7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring charges decreased $11.0 million to $0.3 million for the three months ended September 30, 2026, compared to $11.3 million for the three months ended September 30, 2025. Restructuring charges for the three months ended September 30, 2026 were negligible. Restructuring charges for the three months ended September 30, 2025 included $10.9 million in charges under contracts associated with CAD tool licenses which we ceased using.
Restructuring charges decreased $23.9 million to $0.8 million for the nine months ended September 30, 2026, compared to $24.7 million for the nine months ended September 30, 2025. Restructuring charges for the nine months ended September 30, 2026 included $0.4 million in employee severance and related charges. Restructuring charges for the nine months ended
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September 30, 2025 included $17.2 million in charges under contracts associated with CAD tool licenses which we ceased using, $6.3 million in employee severance and related charges, and $1.2 million in charges related to reduction of space leased for office facilities in connection with a workforce reduction.
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-08-17 | SEENDRIPU KISHORE indirect | Chairman, President and CEO | Sell | -351,454 ×10 | $85.95 | -$30,209,095 |
| 2026-08-14 | SEENDRIPU KISHORE indirect | Chairman, President and CEO | Sell | -240,000 ×6 | $84.28 | -$20,226,761 |
Source: SEC Form 4 filings.
Next expected filings
- ~2027-01-28 10-K expected by 2027-02-21 (in 92 days)
- ~2027-04-22 10-Q expected by 2027-05-09 (in 176 days)
- ~2027-07-22 10-Q expected by 2027-08-08 (in 267 days)
- ~2027-10-21 10-Q expected by 2027-11-07 (in 358 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-10-22 8-K Material Agreement Entered; Earnings Release; Material Financial Obligation; Financial Statements and Exhibits
- 2026-10-22 10-Q Quarterly Report
- 2026-07-23 10-Q Quarterly Report
- 2026-07-23 8-K Earnings Release; Financial Statements and Exhibits
- 2026-06-01 8-K Changes in Auditor; Financial Statements and Exhibits
- 2026-05-27 S-8 Employee Benefit Plan Registration
- 2026-05-21 8-K Officer/Director Change; Shareholder Vote Results; Financial Statements and Exhibits
- 2026-04-23 10-Q Quarterly Report
- 2026-04-23 8-K Material Agreement Entered; Earnings Release; Material Financial Obligation; Financial Statements and Exhibits
- 2026-02-17 8-K Officer/Director Change; Financial Statements and Exhibits
- 2026-01-29 10-K Annual Report
- 2026-01-29 8-K Earnings Release; Financial Statements and Exhibits
- 2025-11-24 8-K Other Events; Financial Statements and Exhibits
- 2025-10-23 10-Q Quarterly Report
- 2025-10-23 8-K Earnings Release; Financial Statements and Exhibits