Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2025
or
☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File Number 000-23441
POWER INTEGRATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
94-3065014
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
5245 Hellyer Avenue
San Jose,
California
95138
(Address of Principal Executive Offices)
(Zip Code)
(408) 414-9200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
POWI
The Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Shares Outstanding at November 3, 2025
Common Stock, $0.001 par value
55,336,162
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited)
4
Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2025 and 2024 (Unaudited)
5
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024 (Unaudited)
6
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited)
7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)
8
Notes to Unaudited Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
24
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
33
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
34
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
36
Item 5.
Other Information
Item 6.
Exhibits
37
SIGNATURES
39
2
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes a number of forward-looking statements that involve many risks and uncertainties. Forward-looking statements are identified by the use of the words “would,” “could,” “will,” “may,” “expect,” “believe,” “should,” “anticipate,” “if,” “future,” “intend,” “plan,” “estimate,” “potential,” “target,” “seek,” or “continue” and similar words and phrases, including the negatives of these terms, or other variations of these terms, that denote future events. These statements reflect our current views with respect to future events and our potential financial performance and are subject to risks and uncertainties that could cause our actual results and financial position to differ materially and/or adversely from what is projected or implied in any forward-looking statements included in this Quarterly Report on Form 10-Q. These factors include, but are not limited to: changes in trade policies among the United States and other countries could reduce demand for end products that incorporate our integrated circuits, which could have a material adverse effect on our revenues and operating results; if demand for our products declines in our major end markets, our net revenues will decline; we do not have long-term contracts with any of our customers and if they fail to place orders for our products, or if they cancel or reschedule orders, our operating results and our business may suffer; our products are sold through distributors, which limits our direct interaction with our end customers, therefore reducing our ability to forecast sales and increasing the complexity of our business; if our products do not penetrate additional markets, our business will not grow as we expect; intense competition in the high-voltage power supply industry may lead to a decrease in our average selling price and reduced sales volume of our products; we depend on third-party suppliers to provide us with wafers for our products, and if they fail to provide us sufficient quantities of wafers, our business may suffer; if we are unable to adequately protect or enforce our intellectual property rights, we could lose market share, incur costly litigation expenses, suffer incremental price erosion or lose valuable assets, any of which could harm our operations and negatively impact our profitability; and the other risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, in this Quarterly Report on Form 10-Q and under the caption - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. We make these forward-looking statements based upon information available on the date of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information or otherwise, except as required by laws.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
3
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
September 30, 2025
December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
48,646
50,972
Short-term marketable securities
193,214
249,023
Accounts receivable, net
31,515
27,172
Inventories
164,618
165,612
Prepaid expenses and other current assets
18,070
21,260
Total current assets
456,063
514,039
PROPERTY AND EQUIPMENT, net
147,915
149,562
INTANGIBLE ASSETS, net
7,452
8,075
GOODWILL
95,271
DEFERRED TAX ASSETS
37,125
36,485
OTHER ASSETS
28,704
25,394
Total assets
772,530
828,826
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
37,459
29,789
Accrued payroll and related expenses
14,233
13,987
Taxes payable
890
961
Other accrued liabilities
18,513
10,580
Total current liabilities
71,095
55,317
LONG-TERM INCOME TAXES PAYABLE
4,556
3,871
OTHER LIABILITIES
24,903
19,866
Total liabilities
100,554
79,054
COMMITMENTS AND CONTINGENCIES (Notes 11, 13 and 14)
STOCKHOLDERS’ EQUITY:
Common stock, $0.001 par value, 140,000 shares authorized; and 55,312 and 56,837 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
20
22
Additional paid-in capital
—
18,734
Accumulated other comprehensive loss
(1,262)
(3,023)
Retained earnings
673,218
734,039
Total stockholders’ equity
671,976
749,772
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Three Months Ended
Nine Months Ended
September 30,
(In thousands, except per share amounts)
2025
2024
NET REVENUES
118,919
115,837
340,300
313,723
COST OF REVENUES
54,068
52,666
153,260
146,239
GROSS PROFIT
64,851
63,171
187,040
167,484
OPERATING EXPENSES:
Research and development
26,696
25,829
76,782
75,101
Sales and marketing
17,455
17,119
52,179
50,894
General and administrative
10,374
8,641
33,229
27,479
Other operating expenses
14,279
23,430
Total operating expenses
68,804
51,589
185,620
153,474
INCOME (LOSS) FROM OPERATIONS
(3,953)
11,582
1,420
14,010
OTHER INCOME
2,555
2,750
8,412
9,441
INCOME (LOSS) BEFORE INCOME TAXES
(1,398)
14,332
9,832
23,451
PROVISION (BENEFIT) FOR INCOME TAXES
(42)
41
1,029
357
NET INCOME (LOSS)
(1,356)
14,291
8,803
23,094
EARNINGS (LOSS) PER SHARE:
Basic
(0.02)
0.25
0.16
0.41
Diluted
0.40
SHARES USED IN PER SHARE CALCULATION:
55,796
56,817
56,310
56,810
57,004
56,586
57,106
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $0 tax in each of the three and nine months ended September 30, 2025 and 2024
(219)
1,235
828
598
Unrealized gain on marketable securities, net of ($55) and ($221) taxes in the three and nine months ended September 30, 2025, respectively, and ($615) in each of the three and nine months ended September 30, 2024
246
3,005
935
2,000
Amortization of defined benefit pension items, net of $0 and $4 tax in the three and nine months ended September 30, 2025, respectively, and $8 and $23 in the three and nine months ended September 30, 2024, respectively
(2)
(43)
(128)
Total other comprehensive income
25
4,197
1,761
2,470
TOTAL COMPREHENSIVE INCOME (LOSS)
(1,331)
18,488
10,564
25,564
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common stock
Beginning balance
21
23
Repurchase of common stock
(1)
Ending balance
Common stock issued under employee stock plans
2,539
3,009
5,326
5,700
(23,744)
(64,025)
(20,140)
Stock-based compensation
21,205
8,338
39,965
25,787
11,347
Accumulated other comprehensive income (loss)
(1,287)
(3,189)
(1,462)
Other comprehensive gain
1,008
705,054
733,909
753,680
(18,695)
(34,071)
(5,838)
Payment of dividends to stockholders
(11,785)
(11,364)
(35,553)
(34,100)
736,836
749,213
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
20,788
25,560
Amortization of intangibles
623
1,071
Loss (gain) on disposal of property and equipment
(108)
216
Stock-based compensation expense
Accretion of discount on marketable securities
(919)
(1,252)
Deferred income taxes
(861)
(8,688)
Decrease in accounts receivable allowance for credit losses
(381)
(459)
Change in operating assets and liabilities:
Accounts receivable
(3,962)
(1,501)
994
(4,516)
Prepaid expenses and other assets
5,201
5,614
6,015
1,914
Taxes payable and accrued liabilities
9,154
(385)
Net cash provided by operating activities
85,312
66,455
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
(17,346)
(14,241)
Proceeds from sale of property and equipment
150
Purchases of marketable securities
(58,775)
(97,581)
Proceeds from sales and maturities of marketable securities
116,658
103,806
Acquisition (Note 15)
(9,520)
Net cash provided by (used in) investing activities
40,687
(17,536)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock under employee stock plans
(98,098)
(25,979)
Payments of dividends to stockholders
Proceeds from draw on line of credit
13,000
Payments on line of credit
(13,000)
Net cash used in financing activities
(128,325)
(54,379)
NET DECREASE IN CASH AND CASH EQUIVALENTS
(2,326)
(5,460)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
63,929
CASH AND CASH EQUIVALENTS AT END OF PERIOD
58,469
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid property and equipment
4,349
1,535
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes, net
2,731
4,400
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The condensed consolidated financial statements include the accounts of Power Integrations, Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.
While the financial information furnished is unaudited, the condensed consolidated financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for the fair presentation of the results of operations for the interim periods covered and the financial condition of the Company at the date of the interim balance sheet in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The results for interim periods are not necessarily indicative of the results for the entire year. The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended December 31, 2024, included in its Form 10-K filed on February 7, 2025, with the Securities and Exchange Commission.
2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS:
Significant Accounting Policies and Estimates
No material changes have been made to the Company’s significant accounting policies disclosed in Note 2, Significant Accounting Policies and Recent Accounting Pronouncements, of the Company’s financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K, filed on February 7, 2025, for the year ended December 31, 2024.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company does not expect the amendment to have a material impact on its consolidated financial statements upon adoption of the annual disclosure requirements in fiscal year 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) which requires additional disclosure of certain costs and expenses, including inventory purchases, employee compensation, selling expense and depreciation expense within the notes to financial statements. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40) which amends certain aspects of the accounting for and disclosure of software costs. The guidance is effective for annual reporting beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. COMPONENTS OF THE COMPANY’S CONDENSED CONSOLIDATED BALANCE SHEETS:
Accounts Receivable
December 31,
Accounts receivable trade
74,030
57,308
Allowance for ship and debit
(39,363)
(26,446)
Allowance for stock rotation and rebate
(3,097)
(3,254)
Allowance for credit losses
(55)
(436)
Total
The Company maintains an allowance for estimated credit losses resulting from the inability of customers to make required payments. This allowance is established using estimates formulated by the Company’s management based upon factors such as the composition of the accounts receivable aging, historical losses, changes in payment patterns, customer creditworthiness and current economic trends. Receivables determined to be uncollectible are written off and deducted from the allowance.
Allowance for Credit Losses
(1,007)
(681)
Provision for credit loss expense
(60)
(202)
(164)
(1,050)
Receivables written off
Recoveries
60
987
545
1,509
(222)
Raw materials
100,686
101,414
Work-in-process
33,699
27,271
Finished goods
30,233
36,927
Intangible Assets
Accumulated
Gross
Amortization
Net
Domain name
1,261
In-process research and development
4,930
Developed technology
37,960
(36,933)
1,027
(36,492)
1,468
Technology licenses
1,926
(1,692)
234
(1,510)
416
Total intangible assets
46,077
(38,625)
(38,002)
10
The estimated future amortization expense related to finite-lived intangible assets at September 30, 2025, is as follows:
Estimated
Fiscal Year
2025 (remaining three months)
209
2026
687
2027
365
Total*
*
Total excludes $4.9 million of in-process research and development which will be amortized upon completion of development over the estimated useful life of the technology.
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024, were as follows:
Unrealized Gains
and Losses on
Defined Benefit
Foreign Currency
Marketable Securities
Pension Items
Items
1,382
(749)
99
1,500
(2,768)
(3,940)
Other comprehensive income (loss) before reclassifications
27
4,240
Amounts reclassified from accumulated other comprehensive income (loss)
Net-current period other comprehensive income (loss)
1,628
2,256
97
1,457
(2,987)
(2,705)
693
256
1,585
(3,815)
(3,303)
Other comprehensive income before reclassifications
1,763
2,598
11
4. FAIR VALUE MEASUREMENTS:
The FASB established a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices for identical assets in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.
The Company’s cash equivalents and short-term marketable securities are classified within Level 1 or Level 2 of the fair-value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
The fair-value hierarchy of the Company’s cash equivalents and marketable securities at September 30, 2025 and December 31, 2024, was as follows:
Fair Value Measurement at
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
Total Fair Value
(Level 1)
(Level 2)
Commercial paper
3,228
Corporate securities
191,733
Money market funds
1,524
196,485
194,961
2,048
567
U.S. government securities
750
252,388
251,821
The Company did not transfer any investments between Level 1 and Level 2 of the fair-value hierarchy in the nine months ended September 30, 2025 and the twelve months ended December 31, 2024.
12
5. MARKETABLE SECURITIES:
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at September 30, 2025, were as follows:
Amortized
Gross Unrealized
Estimated Fair
Cost
Gains
Losses
Market Value
Investments due in 3 months or less:
2,921
1
2,922
Investments due in 4-12 months:
1,481
30,968
207
31,175
32,449
32,656
Investments due in 12 months or greater:
155,800
1,837
157,636
Total marketable securities
191,170
2,045
Accrued interest receivable was $1.9 million at September 30, 2025 and was recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet.
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at December 31, 2024, were as follows:
10,972
(3)
10,973
87,346
159
(19)
87,486
149,817
860
(113)
150,564
248,135
1,023
(135)
Accrued interest receivable was $2.8 million at December 31, 2024 and was recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet.
The following table summarizes marketable securities classified as available-for-sale (excluding cash equivalents) in a continuous unrealized loss position for which an allowance for credit losses was not recorded at September 30, 2025:
Less Than 12 Months
12 Months or Longer
Fair Market
Unrealized
Value
2,249
In the three and nine months ended September 30, 2025 and 2024, no unrealized losses on marketable securities were recognized in the condensed consolidated statements of income (loss).
The Company does not intend to sell, and it is unlikely that it will be required to sell, the securities held prior to their anticipated recovery. The issuers are high quality (investment grade) and the decline in fair value is largely due to
13
changes in interest rates. Additionally, the issuers continue to make timely interest payments on the marketable securities with the fair value expected to recover as they reach maturity.
6. STOCK-BASED COMPENSATION:
The following table summarizes the stock-based compensation expense recognized in accordance with ASC 718-10 for the three and nine months ended September 30, 2025 and 2024:
Cost of revenues
517
496
1,766
1,549
2,850
2,997
8,290
9,307
1,910
1,876
5,418
5,990
2,374
2,969
10,937
8,941
13,554
Total stock-based compensation expense
Stock-based compensation expense in the three months ended September 30, 2025, was approximately $21.2 million, comprising approximately $13.6 million related to the modification of outstanding equity awards held by the Company’s former chief executive officer (discussed in further detail below), $5.8 million related to restricted stock unit (“RSU”) awards, $1.5 million related to performance-based (“PSU”) awards and long-term performance-based (“PRSU”) awards and $0.3 million related to the Company’s employee stock purchase plan. Stock-based compensation expense in the nine months ended September 30, 2025, was approximately $40.0 million, comprising approximately $16.7 million for RSUs, $13.6 million related to the modification of outstanding equity awards held by the Company’s former CEO, $8.6 million related to PSUs and PRSUs and $1.1 million related to the Company’s employee stock purchase plan.
Stock-based compensation expense in the three months ended September 30, 2024, was approximately $8.3 million, comprising approximately $6.6 million related to RSUs, $1.3 million related to PSUs and PRSUs and $0.4 million related to the Company’s employee stock purchase plan. Stock-based compensation expense in the nine months ended September 30, 2024, was approximately $25.8 million, comprising approximately $19.0 million related to RSUs, $5.6 million related to PSUs and PRSUs and $1.2 million related to the Company’s employee stock purchase plan.
In connection with his retirement in July 2025, the Company’s former chief executive officer, Balu Balakrishnan, entered into a transition agreement and a consulting agreement with the Company. Pursuant to these agreements, Mr. Balakrishnan’s outstanding equity awards continue to vest subject to his continuous service and the applicable award agreements. The vast majority of these awards are subject to performance criteria established at the time of grant and will only be earned if such criteria are met at the conclusion of the applicable performance periods. As the services to be performed by Mr. Balakrishnan under the transition agreement and the consulting agreement do not qualify as “substantive services” under ASC 718, Compensation–Stock Compensation, the continued vesting of the outstanding equity awards represents a modification of the original awards. As a result, in the quarter ended September 30, 2025, the Company recorded stock-based compensation in the amount of $13.6 million in other operating expenses on the condensed consolidated statements of income (loss) related to the accounting modification. Subsequent changes in performance criteria measurement could result in an adjustment to expense in future periods.
PSU Awards
Under the performance-based awards program, the Company grants awards in the performance year in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The number of shares that are released at the end of the performance year can range from zero to 200% of the target number depending on the Company’s performance. The performance metrics of this program are annual targets consisting of a combination of net revenue, non-GAAP operating income and strategic goals.
As the net revenue, non-GAAP operating income and strategic goals are considered performance conditions, expense associated with these awards, net of estimated forfeitures, is recognized over the service period based on an assessment of the expected achievement of the performance targets. The fair value of these PSUs is determined using the
14
fair value of the Company’s common stock on the date of the grant, reduced by the discounted present value of dividends expected to be declared before the awards vest. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
In February 2025, it was determined that approximately 66,000 shares subject to the PSUs granted in 2024 vested in aggregate; the shares were released to the Company’s employees and executives in the first quarter of 2025.
A summary of PSUs outstanding as of September 30, 2025 and activity during the nine months ended, is presented below:
Weighted-Average
Remaining
Aggregate
Shares
Grant Date Fair
Contractual Term
Intrinsic Value
Value Per Share
(In years)
Outstanding at January 1, 2025
66
69.95
Granted
214
53.91
Vested
(66)
Forfeited
(8)
57.54
Outstanding at September 30, 2025
206
53.77
8,284
Outstanding and expected to vest at September 30, 2025
123
4,954
PRSU Awards
The Company’s PRSU program provides for the issuance of PRSUs which will vest based on the Company’s performance measured against the PRSU program’s established performance targets. PRSUs are granted in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The actual number of shares the recipient receives is determined at the end of a three-year performance period based on results achieved versus the Company’s performance goals, and may range from zero to 200% of the target number. The performance goals for PRSUs granted in fiscal 2023, 2024 and 2025 were based on the Company’s compound annual growth rate (“CAGR”) of revenue as measured against the revenue CAGR of the analog semiconductor industry (“Relative Measure”) or the Company’s revenue growth over as compared to defined targets (“Absolute Measure”) in each case over the respective three-year performance period. Actual vesting of the PRSUs is calculated based on higher achievement under the Relative Measure or the Absolute Measure. Expense associated with these awards, net of estimated forfeitures, is recorded throughout the year based on an assessment of the expected achievement of the performance targets. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
In February 2025, it was determined that no shares subject to the PRSUs granted in 2022 vested, thus no shares were released to the Company’s executives.
A summary of PRSUs outstanding as of September 30, 2025 and activity during the nine months ended, is presented below:
Intrinsic
317
73.85
307
52.56
624
63.37
1.52
25,074
456
1.92
18,335
15
RSU Awards
A summary of RSUs outstanding as of September 30, 2025 and activity during the nine months ended, is presented below:
929
70.82
535
50.66
(324)
67.70
(96)
66.42
1,044
61.87
1.64
41,991
977
1.58
39,288
7. SIGNIFICANT CUSTOMERS AND GEOGRAPHIC NET REVENUES:
Customer Concentration
The Company’s top ten customers accounted for approximately 81% of net revenues in both the three and nine months ended September 30, 2025 and approximately 78% for both the corresponding periods of 2024. A significant portion of these revenues are attributable to sales of the Company’s products to distributors of electronic components. These distributors sell the Company’s products to a broad, diverse range of end users, including original equipment manufacturers (“OEMs”) and merchant power-supply manufacturers. Similarly, merchant power-supply manufacturers sell power supplies incorporating the Company’s products to a broad range of OEMs. Sales to distributors were $82.3 million and $238.7 million in the three and nine months ended September 30, 2025, respectively, and $80.5 million and $220.4 million in the three and nine months ended September 30, 2024, respectively. Direct sales to OEMs and power-supply manufacturers accounted for the remainder.
The following customers represented 10% or more of the Company’s net revenues for the respective periods:
Customer
Avnet
%
31
30
Salcomp Group
Honestar Technologies Co., Ltd.
*Total customer revenue was less than 10% of net revenues.
No other customers accounted for 10% or more of the Company’s net revenues in the periods presented.
16
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and trade receivables. The Company does not have any off-balance-sheet credit exposure related to its customers.
As of September 30, 2025 and December 31, 2024, 91% and 87% of accounts receivable were concentrated with the Company’s top ten customers.
The following customers represented 10% or more of accounts receivable at September 30, 2025 and December 31, 2024:
44
32
No other customers accounted for 10% or more of the Company’s accounts receivable in the periods presented.
Geographic Net Revenues
The Company markets its products globally through its sales personnel and a worldwide network of independent sales representatives and distributors. Geographic net revenues by region and country with 5% or more of the Company’s revenue during any of the periods presented, based on “bill to” customer locations were as follows:
Americas
6,160
5,507
17,727
15,793
EMEA:
Germany
7,111
5,321
20,174
16,269
Other EMEA
6,730
6,190
17,714
18,450
APAC:
Hong Kong/China
68,388
65,425
192,567
178,229
India
6,651
8,571
16,523
20,351
Korea
8,312
9,762
30,266
28,215
Taiwan
6,399
7,471
20,018
17,523
Other APAC
9,168
7,590
25,311
18,893
Total net revenues
8. STOCKHOLDERS’ EQUITY:
Common Stock Shares Outstanding
56,158
56,778
56,837
56,738
73
62
503
473
Repurchased
(2,028)
(371)
55,312
56,840
Common Stock Repurchases
As of December 31, 2024, the Company had $48.1 million available under a stock-repurchase program announced in November 2024. After this authorization was exhausted in April 2025, the Company’s board of directors authorized the use of an additional $50.0 million for the repurchase of the Company’s common stock, with repurchases to
17
be executed according to pre-defined price/volume guidelines. In the three months ended September 30, 2025, the Company purchased approximately 0.9 million shares for $42.4 million. In the nine months ended September 30, 2025, the Company repurchased 2.0 million shares for $98.1 million, exhausting the Company’s repurchase authorization. Any future repurchase programs would be authorized at the discretion of the Company’s board of directors and will depend on the Company’s financial condition, results of operations, capital requirements, business conditions and other factors.
Cash Dividends
In October 2023, the Company’s board of directors declared dividends of $0.20 per share to be paid to stockholders of record at the end of each quarter in 2024.
In October 2024, the Company’s board of directors raised the quarterly cash dividend with the declaration of five cash dividends of $0.21 per share to be paid to stockholders of record at the end of the fourth quarter in 2024 (in lieu of the previously declared dividend of $0.20 per share announced in October 2023) and at the end of each quarter in 2025.
In October 2025, the Company’s board of directors raised the quarterly cash dividend with the declaration of four cash dividends of $0.215 per share to be paid at the end of each quarter in 2026.
For the three and nine months ended September 30, 2025 and 2024, cash dividends declared and paid were as follows:
Dividends declared and paid
11,785
11,364
35,553
34,100
Dividends declared per common share
0.21
0.20
0.63
0.60
18
9. EARNINGS (LOSS) PER SHARE:
Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted-average shares of common stock outstanding during the period. Diluted earnings per share are calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares included in this calculation consist of the assumed vesting of outstanding restricted stock units, the assumed issuance of awards under the stock purchase plan and contingently issuable performance-based awards, as computed using the treasury stock method.
A summary of the earnings (loss) per share calculation is as follows:
Basic earnings per share:
Weighted-average common shares
Basic earnings (loss) per share
Diluted earnings per share: (1)
Effect of dilutive awards:
Employee stock plans
187
276
296
Diluted weighted-average common shares
Diluted earnings (loss) per share
In the three months ended September 30, 2025, shares attributable to stock-based awards were excluded from the computation of diluted earnings per share, as the Company was in a net loss position.
10. PROVISION (BENEFIT) FOR INCOME TAXES:
Income-tax expense includes a provision for federal, state and foreign taxes based on the annual estimated effective tax rate applicable to the Company and its subsidiaries, adjusted for certain discrete items which are fully recognized in the period they occur. Accordingly, the interim effective tax rate may not be reflective of the annual estimated effective tax rate.
The Company’s effective tax rate for the three and nine months ended September 30, 2025, was (3.0%) and 10.5%, respectively, and in the corresponding periods of 2024 was 0.3% and 1.5%, respectively. The effective tax rate in these periods were lower than the statutory federal income-tax rate of 21% due to the geographic distribution of the Company’s world-wide earnings in lower-tax jurisdictions and federal tax credits. In the three and nine months ended September 30, 2025, the Company’s effective tax rate was negatively impacted by the recognition of a tax deficiency or “shortfall” related to share-based payments. Additionally, in the three and nine months ended September 30, 2024, the Company’s effective tax rate was favorably impacted by the recognition of excess tax benefits related to share-based payments and by discrete items associated with the release of unrecognized tax benefits. The Company’s primary jurisdiction where foreign earnings are derived is the Cayman Islands, which is a non-taxing jurisdiction. Income earned in other foreign jurisdictions was not material. The Company has not been granted any incentivized tax rates and does not operate under any tax holidays in any jurisdiction.
19
As of September 30, 2025, the Company maintained a valuation allowance on its California deferred tax assets, New Jersey deferred tax assets and a valuation allowance with respect to its deferred tax assets relating to tax credits in Canada.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions modifying the corporate income tax code, including the immediate expensing of domestic research and development expenditures for tax purposes, 100% bonus depreciation for qualified assets, and an increase in the statutory tax rate on foreign earnings from 10.5% to 12.6% (effective in the fiscal year 2026). The Company has elected to account for Net Controlled Foreign Corporation Tested Income (“NCTI”), formerly known as Global Intangible Low-Taxed Income, under the deferred method. The deferred tax amounts recorded are based on the evaluation of temporary differences that are expected to reverse as NCTI is incurred in future periods. As a result, the Company has remeasured its estimated deferred tax balances related to NCTI for the changes in the tax rate and recorded an expense of $0.5 million during the third quarter of 2025.
Determining the consolidated provision for income-tax expense, income-tax liabilities and deferred tax assets and liabilities involves judgment. The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates, which involves estimating current tax exposures as well as making judgments regarding the recoverability of deferred tax assets in each jurisdiction. The estimates used could differ from actual results, which may have a significant impact on operating results in future periods.
11. COMMITMENTS:
Supplier Agreements
Under the terms of the Company’s wafer-supply agreements with Seiko Epson Corporation and ROHM Lapis Semiconductor Co., Ltd., the wafers purchased from these suppliers are priced in U.S. dollars, with mutual sharing of the impact of fluctuations in the exchange rate between the Japanese yen and the U.S. dollar on future purchases. Each year, the Company’s management and these two suppliers review and negotiate future pricing; the negotiated pricing is denominated in U.S. dollars but is subject to contractual exchange-rate provisions. The fluctuation in the exchange rate is shared equally between the Company and each of these suppliers on future purchases.
12. SEGMENT REPORTING:
The Company is organized and operates as one operating and reportable segment; the design, development, manufacture and marketing of integrated circuits and related components for use primarily in high-voltage power conversion. This determination is based on the management approach which designates internal information regularly available to the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of determination of the Company’s reportable segments. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance.
The CODM uses net income as the measure of profit or loss to allocate resources and assess performance. The CODM regularly reviews net income as reported on the Company’s consolidated statements of income (loss). Financial forecasts and budget to actual results used by the CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures are also reviewed on a consolidated basis. The CODM considers the impact on net income of the significant segment expenses in the table below when deciding whether to reinvest profits, propose dividends or share repurchase, or pursue strategic mergers and acquisitions.
The measure of segment assets is reported on the balance sheet as total assets. The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets.
The table below presents the Company’s consolidated operating results including significant segment expenses:
Less:
Stock-based compensation (1)
Amortization of acquisition-related intangible assets (2)
147
440
887
Cost of revenues (excluding 1 & 2)
53,404
52,023
151,054
143,803
Research and development (excluding 1)
23,846
22,832
68,492
65,794
Sales and marketing (excluding 1)
15,545
15,243
46,761
44,904
General and administrative (excluding 1)
8,000
5,672
22,292
18,538
Other operating expenses (excluding 1)
725
9,876
The table below presents other segment information:
6,542
8,454
208
Interest income
2,730
3,328
9,125
10,123
13. LEGAL PROCEEDINGS AND CONTINGENCIES:
From time to time in the ordinary course of business, the Company becomes involved in lawsuits, or customers and distributors may make claims against the Company. In accordance with ASC 450-10, Contingencies, the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
On December 18, 2019, CogniPower LLC (“CogniPower”) filed a complaint against a customer of the Company in the United States District Court for the District of Delaware for infringement of two patents; the Company thereafter intervened and sought a declaration of non-infringement with respect to use of the Company’s products. Following a trial in August 2025, the Company successfully obtained verdicts of noninfringement and invalidity of all asserted claims, and as part of the noninfringement verdict, the jury found that no products incorporating the Company’s InnoSwitch products met the specific requirements of CogniPower’s asserted claims. The Court thereafter entered judgment in favor of the Company; briefing on post-trial motions is under way, with rulings expected in the coming months. On January 16, 2025, CogniPower filed a follow-on complaint against the same customer asserting the same two patents in the United States District Court for the District of Delaware, but that case was dismissed following the August 2025 verdict in the Company’s favor in CogniPower’s earlier case. The Company believes it has strong claims and defenses with respect to all of CogniPower’s asserted patents and intends to vigorously defend itself against CogniPower’s claims against the Company’s technology, with appeals to follow if necessary.
Currently, the Company is not able to estimate a loss or a range of loss for the ongoing litigations disclosed above. Adverse determinations in litigation could result in monetary losses, the loss of proprietary rights, subject the Company to significant liabilities, require the Company to seek licenses from third parties or prevent the Company from licensing the technology, any of which could have a material adverse effect on the Company’s business, financial condition and operating results.
On May 11, 2022, a former employee of the Company filed a first amended complaint in the Superior Court of California, County of Santa Clara alleging several violations of the Fair Employment and Housing Act. The complaint named the Company and one of its vice presidents and alleged, among other things, that the former employee was discriminated against and harassed based on age and disability, was retaliated against, and was wrongfully terminated in violation of public policy. Two of the plaintiff’s claims were dismissed with prejudice in response to the Company’s demurrer motions. Prior to trial, the plaintiff dismissed with prejudice the claims against the Company’s vice president and the claim of wrongful termination in violation of public policy. In June 2025, the remaining claims in the matter were tried before a jury. The jury reached a verdict and ruled in favor of the Company on the claims of age and disability discrimination and harassment based on age. The jury ruled in favor of the plaintiff and against the Company on the claims of harassment based on disability and retaliation and awarded compensatory damages of $3.2 million and punitive damages of $6.0 million. In the quarter ended June 30, 2025, the Company recognized a charge in the amount of $9.2 million in other operating expenses on the condensed consolidated statements of income (loss). In the quarter ended September 30, 2025, the Company recognized in other operating expenses on the condensed consolidated statements of income (loss) an additional $0.7 million related to plaintiff attorney fees and related costs. The plaintiff has filed claims for attorney fees and other costs totaling $5.9 million; the Company is thus exposed to an additional $5.2 million in expenses related to this matter. The Company disagrees with the jury’s verdicts against the Company and plans to appeal the judgement.
The Company is unable to predict the outcome of any further proceedings with certainty, and there can be no assurance that the Company will prevail in the above-mentioned litigations. These litigations, whether or not determined in the Company’s favor or settled, will be costly and will divert the efforts and attention of the Company’s management and technical personnel from normal business operations, potentially causing a material adverse effect on the business, financial condition and operating results.
14. INDEMNIFICATIONS:
The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (“DSA”). Each DSA contains the relevant terms of the contractual arrangement with the distributor, and generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from damages that may be awarded against the distributor in the event the Company’s products are found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party (“Customer Indemnification”). The DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product. The Company also, from time to time, has granted a specific indemnification right to individual customers.
The Company believes its internal development processes and other policies and practices limit its exposure related to such indemnifications. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. While the Company has on occasion been made aware of claims against its distributors or customers that may trigger an indemnification claim, to date, the Company has not had to reimburse any of its distributors or customers for any losses related to these indemnifications and no material claims were outstanding as of September 30, 2025. For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications.
15. ACQUISITION:
Odyssey Semiconductor Technologies
On March 12, 2024, the Company agreed to acquire the assets of Odyssey, a U.S. company and a developer of vertical gallium-nitride (“GaN”) transistor technology. The transaction closed on July 1, 2024, at which time all key Odyssey employees joined the Company. Pursuant to the asset purchase agreement, Odyssey sold, transferred and assigned substantially all of its assets to the Company for $9.52 million in cash. The purchase is intended to augment the Company’s development of high-power GaN switching technology.
The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805 - Business Combinations. Under the acquisition method of accounting, the total purchase consideration of the acquisition is allocated to the tangible assets and identifiable intangible assets acquired based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets is recorded as goodwill, the amount of which represents the expected benefits to the Company of future technology and the knowledgeable and experienced employees who joined the Company. Goodwill is expected to be deductible over 15 years for tax purposes.
The fair value of in-process research and development was determined based on the cost approach using the Company’s estimate of the costs that would be incurred if a market participant were to create the acquired technology from scratch. The Company considered the number of engineers required, salaries and related benefits, allocated overhead and the development time required to recreate the technology. The Company will record the in-process research and development as an intangible asset with an indefinite life until completion or abandonment of the associated research and development efforts and will begin amortizing the value over the estimated life of the technology upon completion of development. Consistent with the treatment of other intangible assets with indefinite lives, the Company will test the in-process research and development for impairment on an annual basis or when impairment indicators are present.
Pro forma results of operations for this acquisition have not been presented because they are not material to the Company’s consolidated financial statements.
16. SUBSEQUENT EVENTS:
Departure of Chief Financial Officer
As disclosed in the Current Report on Form 8-K filed with the SEC on September 22, 2025, the Company’s Vice President and Chief Financial Officer and Principal Accounting Officer, Sandeep Nayyar, informed the Company on September 16, 2025 of his resignation from his positions effective October 4, 2025. Pursuant to this announcement, Mr. Nayyar resigned on October 4, 2025, at which time Robert Eric Verity, the Company’s Senior Director of Finance, became the Company’s interim Chief Financial Officer and Principal Accounting Officer. Mr. Nayyar’s resignation is not the result of any disagreement with the Company related to its operations, policies, or practices.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis has been prepared as an aid to understanding our financial condition and results of operations. It should be read in conjunction with the condensed consolidated financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q, and with the consolidated financial statements and management’s discussion and analysis of our financial condition and results of operations in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1A - “Risk Factors” and elsewhere in this report. See also “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report.
Overview
We design, develop and market analog and mixed-signal integrated circuits (“ICs”) and other electronic components and circuitry used in high-voltage power conversion. Our products are used in power converters that convert electricity from a high-voltage source to the type of power required for a specified downstream use. In most cases, this conversion entails, among other functions, converting alternating current (“AC”) to direct current (“DC”) or vice versa, reducing or increasing the voltage, and regulating the output voltage and/or current according to the customer’s specifications.
A large percentage of our products are ICs used in AC-DC power supplies, which convert the high-voltage AC from a wall outlet to the low-voltage DC required by most electronic devices. Power supplies incorporating our products are used with all manner of electronic products including appliances, industrial controls, mobile devices such as smartphones, tablets and notebook computers, electronic utility meters, battery-powered tools, and “home-automation,” or “internet of things” applications such as networked thermostats, power strips and security devices. Variations of our power-supply ICs are used for high-voltage power conversion in electric vehicles (“EVs”). We also supply high-voltage LED drivers, which are AC-DC ICs specifically designed for lighting applications that utilize light-emitting diodes, and motor-driver ICs for brushless DC (“BLDC”) motors used in consumer appliances, HVAC systems, ceiling fans and a variety of industrial applications.
We also offer high-voltage gate drivers—either standalone ICs or circuit boards containing ICs, electrical isolation components and other circuitry—used to operate high-voltage switches such as insulated-gate bipolar transistors (“IGBTs”) and silicon-carbide (“SiC”) MOSFETs. These combinations of switches and drivers are used for power conversion in high-power applications (i.e., power levels ranging from approximately 100 kilowatts up to gigawatts) such as industrial motors, solar- and wind-power systems, electric locomotives, EVs and high-voltage DC transmission systems.
Our power-conversion products are distinguished by their “system-level” nature; that is, they incorporate into a single product numerous elements of a power-conversion system including a high-voltage transistor, drivers, advanced control circuitry and, in some cases, a communication link connecting the primary (i.e., input) and secondary (i.e., output) sides of the power converter while maintaining safety isolation to protect the end user from exposure to high voltage. Alternatively, a power converter can be designed and assembled using discrete components purchased from a variety of suppliers.
Our system-level products offer a number of important benefits compared with discrete designs, including: reduced design complexity; smaller size; lower component count, which in turn results in higher reliability and easier sourcing of components; reduced time-to-market; and more efficient use of engineering resources. Our products also reduce the energy consumption of power converters during normal use and in “standby” operation, when the end product is not in use. In addition to the environmental and economic benefits of reduced energy usage, our energy-saving technologies provide a number of benefits to our customers; these include helping them meet the increasingly stringent efficiency standards now in effect for many electronic products, and enabling the elimination of bulky, costly heatsinks used to dissipate the heat produced by wasted electricity. By reducing component count, circuit-board size and the need for heatsinks, our products also contribute to a reduction in materials usage and electronic waste.
While the size of our addressable market fluctuates with changes in macroeconomic and industry conditions, the market has generally exhibited a modest growth rate over time as growth in the unit volume of power converters has been offset to a large degree by reductions in the average selling price of components in this market. Therefore, the growth of our business depends largely on increasing our penetration of the markets that we serve and on further expanding our addressable market. Our growth strategy includes the following elements:
Also contributing to our SAM expansion has been the emergence of new applications within the power ranges that our products can address. For example, applications such as “smart” utility meters, battery-powered lawn equipment and bicycles, and USB power receptacles (often installed alongside traditional AC wall outlets) can incorporate our products. The increased use of connectivity, LED lighting and other power-consuming electronic features in consumer appliances has also enhanced our SAM.
We have also expanded our SAM through the development of technologies and architectures that increase the value (and therefore the average selling prices) of our products. For example, our InnoSwitch™ ICs integrate circuitry from the secondary, or low-voltage, side of AC-DC power supplies, whereas earlier product families integrated circuitry only on the primary, or high-voltage side. Our InnoMux™ IC families provide up to three DC outputs, eliminating the need for additional power-management circuitry in certain end products requiring multiple voltages while significantly increasing efficiency.
We are developing additional products incorporating GaN transistors, which we believe will enable us to address higher-power applications than we address with our current range of products, and further expand our SAM as discussed above. We expect such applications to include power supplies used in data centers delivering artificial intelligence (AI) services, in communications network infrastructure equipment and in onboard-charging circuitry for EVs, among others.
Additionally, we are developing GaN technologies capable of supporting higher power output than today’s GaN devices, with an aim of developing products to address power-switching modules in EV drivetrains, which currently incorporate SiC and IGBT modules. In July 2024 we acquired the assets of Odyssey Semiconductor, a developer of so-called vertical GaN technology, in an effort to accelerate our development of higher-power GaN devices. We believe the development of such technologies will take several years to complete.
We intend to continue expanding our SAM in the years ahead through all of the means described above.
Our quarterly operating results are difficult to predict and subject to significant fluctuations. We plan our production and inventory levels based on internal forecasts of projected customer demand, which are highly unpredictable and can fluctuate substantially. Customers typically may cancel or reschedule orders on short notice without significant penalty and, conversely, often place orders with very short lead times to delivery. Changes in trade policies among the United States and other countries, in particular the escalation of trade tensions and higher tariffs as well as the imposition of other barriers to international trade could reduce demand for end products that incorporate our integrated circuits which could adversely affect our business and operating results. See also our risk factor under Part II, Item 1A captioned, “Changes in trade policies among the United States and other countries, in particular the escalation and imposition of new and higher tariffs and additional export controls, could reduce demand for end products that incorporate our integrated circuits, which could have a material adverse effect on our revenues and operating results. Further, increased tariffs or the imposition of other barriers to international trade could place pressure on our prices as our customers seek to offset the impact of increased tariffs on their own products. Compliance with import and export controls could impair our ability to compete in international markets or subject us to liability if we violate these controls.” Also, external factors such as supply-chain dynamics, widespread health emergencies, and macroeconomic conditions including inflation, fluctuations in interest and exchange rates and bank failures, have caused and can continue to cause our operating results to be volatile. Furthermore, because our industry is intensely price-sensitive, our gross margin (gross profit divided by net revenues) is subject to change based on the relative pricing of solutions that compete with ours. Variations in product mix, end-market mix and customer mix can also cause our gross margin to fluctuate. Because we purchase a large percentage of our silicon wafers from foundries located in Japan, our gross margin is influenced by fluctuations in the exchange rate between the U.S. dollar and the Japanese yen. Changes in the prices of raw materials used in our products, such as copper and gold, can also affect our gross margin. Although our wafer fabrication and assembly operations are outsourced, as are most of our test operations, a portion of our production costs are fixed in nature. As a result, our unit costs and gross margin are impacted by the volume of units we produce.
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Recent Results
Our net revenues were $118.9 million and $115.8 million in the three months ended September 30, 2025 and 2024, respectively, and $340.3 million and $313.7 million in the nine months ended September 30, 2025 and 2024, respectively. The increases in net revenues for the three- and nine-month periods were primarily due to higher sales in the industrial end-market.
Our top ten customers, including distributors that resell to OEMs and merchant power supply manufacturers, accounted for approximately 81% of our net revenues for each of the three and nine months ended September 30, 2025 and approximately 78% for both of the corresponding periods of 2024. International sales accounted for approximately 98% and 99% of our net revenues for the three and nine months ended September 30, 2025, respectively, and 98% for both of the corresponding periods of 2024.
Our gross margin was 55% for both the three months ended September 30, 2025 and the corresponding period in 2024. Our gross margin was 55% and 53% for the nine months ended September 30, 2025 and 2024, respectively. The increase in gross margin for the nine-month period was primarily due to favorable end-market mix—reflecting a greater amount of revenues coming from higher-margin end-markets.
Total operating expenses were $68.8 million and $51.6 million for the three months ended September 30, 2025 and 2024, respectively, and $185.6 million and $153.5 million for the nine months ended September 30, 2025 and 2024, respectively. The increases in operating expenses for the three- and nine-month periods were primarily due to higher stock-based compensation expense as a result of an award modification associated with the retirement of our former chief executive officer (refer to Note 6, Stock-Based Compensation, in our Notes to Unaudited Condensed Consolidated Financial Statements for details) as well as higher expenses for outside engineering services and legal services.
Additionally, for the three- and nine-month period, we incurred expenses related to an employee litigation matter (refer to Note 13, Legal Proceedings and Contingencies, in our Notes to Unaudited Condensed Consolidated Financial Statements for details).
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those listed below. We base our estimates on historical facts and various other assumptions that we believe to be reasonable at the time the estimates are made. Actual results could differ from those estimates.
Critical accounting policies are important to the portrayal of our financial condition and results of operations and require us to make judgments and estimates about matters that are inherently uncertain. There have been no material changes to our critical accounting policies and estimates disclosed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” and Note 2, Significant Accounting Policies and Recent Accounting Pronouncements, in each case in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025. Currently, our only critical accounting policies relate to revenue recognition and estimating write-downs for excess and obsolete inventory.
Results of Operations
The following table sets forth certain operating data as a percentage of net revenues for the periods indicated:
Net revenues
100.0
45.5
45.0
46.6
Gross profit
54.5
55.0
53.4
Operating expenses:
22.4
22.3
22.6
23.9
14.7
14.8
15.3
16.2
8.7
7.5
9.8
8.8
12.0
6.9
57.8
44.6
54.6
48.9
Income (loss) from operations
(3.3)
9.9
0.4
4.5
Other income
2.1
2.4
2.5
3.0
Income (loss) before income taxes
(1.2)
12.3
2.9
Provision (benefit) for income taxes
0.3
0.1
2.6
7.4
Comparison of the three and nine months ended September 30, 2025 and 2024
Net revenues. Net revenues consist of revenues from product sales, which are calculated net of returns and allowances. Net revenues for the three and nine months ended September 30, 2025 were $118.9 million and $340.3 million, respectively, and $115.8 million and $313.7 million, respectively, in the corresponding periods of 2024. The increases in net revenues for the three- and nine-month periods were due primarily to higher sales in the industrial end-market.
Our revenue mix by end market for the three and nine months ended September 30, 2025 and 2024 was as follows:
End Market
Communications
Computer
Consumer
38
40
Industrial
42
35
International sales, consisting of sales outside of the United States of America based on “bill to” customer locations, were $117.1 million and $335.3 million in the three and nine months ended September 30, 2025, respectively, and $114.1 million and $308.7 million, respectively, in the corresponding periods of 2024. Although power converters using our products are distributed to end markets worldwide, most are manufactured in Asia. As a result, sales to this region represented approximately 83% and 84% of our net revenues in the three and nine months ended September 30, 2025, respectively, and approximately 85% and 84%, respectively, in the corresponding periods of 2024. We expect international sales, and sales to the Asia region in particular, to continue to account for a large portion of our net revenues in the future.
Sales to distributors accounted for approximately 69% and 70% of our net revenues in the three and nine months ended September 30, 2025, respectively, and approximately 70% in both of the corresponding periods of 2024. Direct sales to OEMs and merchant power supply manufacturers accounted for the remainder.
The following customers represented 10% or more of our net revenues for the respective periods:
28
No other customers accounted for 10% or more of our net revenues in these periods.
Gross profit. Gross profit is net revenues less cost of revenues. Our cost of revenues consists primarily of the purchase of wafers from our contracted foundries, the assembly, packaging and testing of our products by sub-contractors, product testing performed in our own facility, overhead associated with the management of our supply chain and the amortization of acquired intangible assets. Gross margin is gross profit divided by net revenues. The following table compares gross profit and gross margin for the three and nine months ended September 30, 2025 and 2024:
(dollars in millions)
118.9
115.8
340.3
313.7
64.9
63.2
187.0
167.5
Gross margin
The increase in gross margin in the nine-month period was primarily due to favorable end-market mix—reflecting a greater amount of revenues coming from higher-margin end-markets.
Research and development expenses. Research and development (“R&D”) expenses consist primarily of employee-related expenses including salaries and stock-based compensation, as well as expensed material and facility costs associated with the development of new processes and products. We also record R&D expenses for prototype wafers related to new products until the products are released to production. The following table compares R&D expenses for the three and nine months ended September 30, 2025 and 2024:
R&D expenses
26.7
25.8
76.8
75.1
Headcount (at period end)
319
R&D expenses increased for the three and nine months ended September 30, 2025 as compared to the corresponding periods of 2024. The increases for the three- and nine-month periods were primarily due to higher salaries and related expenses as well as increased outside engineering services. The increase for the nine-month period was partially offset by lower stock-based compensation expense.
29
Sales and marketing expenses. Sales and marketing (“S&M”) expenses consist primarily of employee-related expenses, including salaries and stock-based compensation, and commissions to sales representatives, as well as facilities expenses, including expenses associated with our regional sales and support offices. The following table below compares S&M expenses for the three and nine months ended September 30, 2025 and 2024:
Sales and marketing expenses
17.5
17.1
52.2
50.9
339
325
S&M expenses increased for the three and nine months ended September 30, 2025 as compared to the corresponding periods of 2024. The increases for the three- and nine-month periods were primarily due to increased employee-related expenses. The increase for the nine-month period was partially offset by lower stock-based compensation expense.
General and administrative expenses. General and administrative (“G&A”) expenses consist primarily of employee-related expenses, including salaries and stock-based compensation expenses for administration, finance, human resources and general management, as well as consulting, professional services, legal and auditing expenses. The following table below compares G&A expenses for the three and nine months ended September 30, 2025 and 2024:
G&A expenses
10.4
8.6
33.2
27.5
84
78
G&A expenses increased for the three and nine months ended September 30, 2025 as compared to the corresponding periods of 2024. The increase for the three-month period was primarily due to increased professional and legal services partially offset by lower stock-based compensation expense. In addition, we recognized a credit in the three months ended September 30, 2024 related to the recovery of bad debt. The increase for the nine-month period was primarily due to increased professional and legal services and higher stock-based compensation expense related to performance-based awards.
Other operating expenses. Other operating expenses were $14.3 million and $23.4 million in the three and nine months ended September 30, 2025, respectively. For the three- and nine-month periods we recognized expenses of $0.7 million and $9.9 million, respectively, stemming from an employee litigation matter (refer to Note 13, Legal Proceedings and Contingencies, in our Notes to Unaudited Condensed Consolidated Financial Statements for details). In addition, for the three-month period, we recognized stock-based compensation expense of $13.6 million as a result of an award modification associated with the retirement of our former chief executive officer (refer to Note 6, Stock-Based Compensation, in our Notes to Unaudited Condensed Consolidated Financial Statements for details).
Other income. Other income consists primarily of interest income earned on cash and cash equivalents, marketable securities and other investments, and the impact of foreign exchange gains or losses. The table below compares other income for the three and nine months ended September 30, 2025 and 2024:
2.8
8.4
9.4
Other income decreased for the three and nine months ended September 30, 2025 as compared to the corresponding periods of 2024 primarily due to lower interest income.
Provision (benefit) for income taxes. Provision for income taxes represents federal, state and foreign taxes. The table below compares income-tax expense for the three and nine months ended September 30, 2025 and 2024:
1.0
Effective tax rate
(3.0)
10.5
1.5
Income-tax expense includes a provision for federal, state and foreign taxes based on the annual estimated effective tax rate applicable to us and our subsidiaries, adjusted for certain discrete items which are fully recognized in the period in which they occur. Accordingly, the interim effective tax rate may not be reflective of the annual estimated effective tax rate.
Our effective tax rates for the three and nine months ended September 30, 2025, was (3.0%) and 10.5%, respectively, and in the corresponding periods of 2024 was 0.3% and 1.5%, respectively. The effective tax rate in these periods was lower than the statutory federal income-tax rate of 21% due to the geographic distribution of our world-wide earnings in lower-tax jurisdictions and the impact of federal tax credits. In the three and nine months ended September 30, 2025, our effective tax rate was negatively impacted by the recognition of a tax deficiency or “shortfall” related to share-based payments. Additionally, in the three and nine months ended September 30, 2024, our effective tax rate was favorably impacted by the recognition of excess tax benefits related to share-based payments and by discrete items associated with the release of unrecognized tax benefits. These benefits were partially offset by U.S. tax on foreign income, known as Net Controlled Foreign Corporation Tested Income (“NCTI”). The primary jurisdiction from which our foreign earnings are derived is the Cayman Islands, which is a non-taxing jurisdiction. Income earned in other foreign jurisdictions was not material. We have not been granted any incentivized tax rates and do not operate under any tax holidays in any jurisdiction.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions modifying the corporate income tax code, including the immediate expensing of domestic research and development expenditures for tax purposes, 100% bonus depreciation for qualified assets, and an increase in the statutory tax rate on foreign earnings from 10.5% to 12.6% (effective in the fiscal year 2026). We have elected to account NCTI, formerly known as Global Intangible Low-Taxed Income, under the deferred method. The deferred tax amounts recorded are based on the evaluation of temporary differences that are expected to reverse as NCTI is incurred in future periods. As a result, we remeasured our estimated deferred tax balances related to NCTI for the changes in the tax rate and recorded an expense of $0.5 million during the third quarter of 2025.
Liquidity and Capital Resources
As of September 30, 2025, we had $241.9 million in cash, cash equivalents and short-term marketable securities, a decrease of $58.1 million from $300.0 million as of December 31, 2024. As of September 30, 2025, we had working capital, defined as current assets less current liabilities, of $385.0 million, a decrease of approximately $73.7 million from $458.7 million as of December 31, 2024.
We have a Credit Agreement with Wells Fargo Bank, National Association (the “Credit Agreement”) that provides us with a $75.0 million revolving line of credit to use for general corporate purposes with a $20.0 million sub-limit for the issuance of standby and trade letters of credit. The Credit Agreement was amended on June 7, 2021, to provide an alternate borrowing rate as a replacement for LIBOR and extend the termination date from April 30, 2022, to June 7, 2026, with all other terms remaining the same. The Credit Agreement was amended with an effective date of June 28, 2023 to include the Secured Overnight Financing Rates as interest rate benchmark rates, with all other terms remaining the same. Our ability to borrow under the revolving line of credit is conditioned upon our compliance with specified covenants, including reporting and financial covenants, primarily a minimum liquidity measure and a debt to earnings ratio, with which we are currently in compliance. The Credit Agreement terminates on June 7, 2026; all advances under the revolving line of credit will become due on such date, or earlier in the event of a default. As of September 30, 2025, we had no advances outstanding under the Credit Agreement.
Cash from Operating Activities
Our operating activities generated $85.3 million of cash in the nine months ended September 30, 2025. Net income for this period was $8.8 million; we also incurred non-cash stock-based compensation expense, depreciation, accretion of discount on marketable securities and an increase in deferred tax assets of $40.0 million, $20.8 million, $0.8 million and $0.9 million, respectively. Sources of cash included a $9.2 million increase in taxes payable and accrued liabilities, a $6.0 million increase in accounts payable, a $5.2 million decrease in prepaid expenses and other assets and a $1.0 million decrease in inventories. These sources of cash were partially offset by $4.0 million increase in accounts receivable.
Operating activities generated $66.5 million of cash in the nine months ended September 30, 2024. Net income for this period was $23.1 million; we also incurred non-cash stock-based compensation expense, depreciation, increase in deferred tax assets, accretion of discount on marketable securities, and amortization of intangibles of $25.8 million, $25.6 million, $8.7 million, $1.3 million and $1.1 million, respectively. Sources of cash included a $5.6 million decrease in prepaid expenses and other assets and an increase of $1.9 million in accounts payable. These sources of cash were partially offset by a $4.5 million increase in inventories and a $1.5 million increase in accounts receivable due to timing of customer payments.
Cash from Investing Activities
Our investing activities in the nine months ended September 30, 2025, generated $40.7 million of cash, primarily consisting of $57.9 million from sales and maturities of marketable securities, net of purchases, offset by $17.3 million for purchases of property and equipment—primarily production-related machinery and equipment.
Our investing activities in the nine months ended September 30, 2024 resulted in $17.5 million net use of cash, primarily consisting of $14.2 million used for purchases of property and equipment (primarily production-related machinery and equipment) and $9.5 million for the Odyssey acquisition, partially offset by $6.2 million of proceeds from sales and maturities of marketable securities, net of purchases.
Cash from Financing Activities
Our financing activities in the nine months ended September 30, 2025 resulted in a $128.3 million net use of cash, consisting of $98.1 million for the repurchase of our common stock and $35.6 million for the payment of dividends to stockholders, partially offset by proceeds of $5.3 million from the issuance of shares through our employee stock purchase plan.
Our financing activities in the nine months ended September 30, 2024 resulted in a $54.4 million net use of cash, consisting of $34.1 million for the payment of dividends to stockholders and $26.0 million for the repurchase of our common stock, partially offset by proceeds of $5.7 million from the issuance of shares through our employee stock purchase plan.
Dividends
In October 2023, our board of directors declared dividends of $0.20 per share to be paid to stockholders of record at the end of each quarter in 2024.
In October 2024, our board of directors raised the cash dividend with the declaration of five cash dividends of $0.21 per share to be paid at the end of the fourth quarter in 2024 (in lieu of the previously declared dividend of $0.20 per share announced in October 2023) and at the end of each quarter in 2025.
In October 2025, our board of directors raised the quarterly cash dividend with the declaration of four cash dividends of $0.215 per share to be paid at the end of each quarter in 2026.
Dividend payouts of $12.0 million, $11.8 million, and $11.8 million occurred on March 31, 2025, June 30, 2025 and September 30, 2025, respectively. The declaration of any future cash dividend is at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination that cash dividends are in the best interest of our stockholders.
Stock Repurchases
Over the years, our board of directors has authorized the use of funds to repurchase shares of our common stock. As of December 31, 2024, we had $48.1 million available under a stock-repurchase program announced in November 2024. After this authorization was exhausted in April 2025, our board of directors authorized the use of an additional $50.0 million for the repurchase of our common stock, with repurchases to be executed according to pre-defined price/volume guidelines in compliance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. In the three months ended September 30, 2025, we repurchased 0.9 million of our shares for $42.4 million. In the nine months ended September 30, 2025, we repurchased 2.0 million of our shares for $98.1 million, exhausting our repurchase authorization. Authorization of future repurchase programs is at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, business conditions and other factors.
Contractual Commitments
As of September 30, 2025, there were no material changes in our contractual commitments from those reported in our Annual Report on Form 10-K for the year ended December 31, 2024.
Our cash, cash equivalents and investment balances may change in future periods due to changes in our planned cash outlays, including changes in incremental costs such as direct and integration costs related to future acquisitions. Current U.S. tax laws generally allow companies to repatriate accumulated foreign earnings without incurring additional U.S. federal taxes. Accordingly, as of September 30, 2025, our worldwide cash and marketable securities are available to fund capital allocation needs, including capital and internal investments, acquisitions, stock repurchases and/or dividends without incurring significant U.S. federal income taxes.
If our operating results deteriorate in future periods, either as a result of a decrease in customer demand or pricing pressures from our customers or our competitors, or for other reasons, our ability to generate positive cash flow from operations may be jeopardized. In that case, we may be forced to use our cash, cash equivalents and short-term investments, use our current financing or seek additional financing from third parties to fund our operations. We believe that cash generated from operations, together with existing sources of liquidity, will satisfy our projected working capital and other cash requirements for at least the next 12 months. Our uses of cash beyond the next 12 months will depend on many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations, which are uncertain but include funding our operations and additional capital expenditures.
Information with respect to this item may be found in Note 2, Significant Accounting Policies and Recent Accounting Pronouncements, in our Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our interest rate risk and foreign currency exchange risk during the first nine months of 2025. For a discussion of our exposure to interest rate risk and foreign currency exchange risk, refer to our market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2024 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Limitation on Effectiveness of Controls
Any control system, no matter how well designed and operated, can provide only reasonable assurance as to the tested objectives. The design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. The inherent limitations in any control system include the realities that judgments related to decision-making can be faulty, and that reduced effectiveness in controls can occur because of simple errors or mistakes. Due to the inherent limitations in a cost-effective control system, misstatements due to error may occur and may not be detected.
Evaluation of Disclosure Controls and Procedures
Management is required to evaluate our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and procedures are controls and other procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
Information with respect to this item may be found in Note 13, Legal Proceedings and Contingencies, in our Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Except as discussed below, there have been no material changes to the risks described in Part I Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024, which risk factors are incorporated herein by reference in this report from Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 7, 2025.
Risks Related to the Operation and Growth of Our Business
Changes in trade policies among the United States and other countries, in particular the escalation and imposition of new and higher tariffs and additional export controls, could reduce demand for end products that incorporate our integrated circuits, which could have a material adverse effect on our revenues and operating results. Further, increased tariffs or the imposition of other barriers to international trade could place pressure on our prices as our customers seek to offset the impact of increased tariffs on their own products. Compliance with import and export controls could impair our ability to compete in international markets or subject us to liability if we violate these controls.
Although power supplies using our products are designed and distributed worldwide, most of these power supplies are manufactured by our customers in Asia. As a result, our business is subject to risks related to tariffs and other trade protection measures put in place by the United States or other countries, as well as evolving international trade relations, including but not limited to those between the U.S., China, countries in the APAC region and the European Union.
During the year 2025, the United States government imposed additional tariffs on goods imported into the U.S. from numerous countries and announced further changes to tariffs, and in response multiple countries countered with retaliatory tariffs and other actions. Changes in trade policies and a heightened risk of further increased tariffs or other barriers to international trade could further decrease international demand. Many of our customers sell products incorporating our integrated circuits into international markets.
Existing or future tariffs proposed or imposed on our customers’ products may adversely affect our gross profit margins in the future due to the potential for increased pressure on our selling prices by customers seeking to offset the impact of tariffs on their own products. In addition, tariffs could make our customers’ products less attractive relative to
products offered by their competitors that may not be subject to, or as significantly impacted by, similar tariffs. Further increases in tariffs on imported goods or the failure to resolve current international trade disputes could further decrease demand and have a material adverse effect on our business and operating results.
Resulting trade disputes, trade restrictions, tariffs and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our products or services, delay purchases or renewals, limit expansion opportunities with customers, limit our access to capital, or otherwise negatively affect our business and operations. Ongoing tariff, trade restrictions and macroeconomic uncertainty also has and may continue to contribute to volatility in the price of our common stock.
In some cases, our products and power supplies using our products are subject to import and export control laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce and trade and economic sanctions, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control. As such, licenses and notices may be required to import, export, or re-export our products and power supplies using our products to certain countries and end users and for certain end uses. The process for obtaining necessary licenses and making required notices may be time-consuming or unsuccessful, potentially causing delays in sales or losses of sales opportunities. Trade controls are complex and dynamic regimes and monitoring and ensuring compliance can be challenging.
Furthermore, compliance with import and export controls and implementation of additional tariffs may increase compliance costs and further affect our business and operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
As of December 31, 2024, we had $48.1 million available under a stock-repurchase program announced in November 2024. After this authorization was exhausted in April 2025, our board of directors authorized the use of an additional $50.0 million for the repurchase of our common stock, with repurchases to be executed according to pre-defined price/volume guidelines. The program has no expiration date. We repurchased approximately 0.9 million of our shares for $42.4 million and 2.0 million of our shares for $98.1 million in the three and nine months ended September 30, 2025, respectively, exhausting our repurchase authorization. Future repurchase programs would be authorized at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, business conditions and other factors.
The following table summarizes repurchases of our common stock made under our publicly announced repurchase program during the third quarter of fiscal 2025:
Approximate
Dollar Value that
Total Number of
May Yet be
Shares Purchased
Average
as Part of
Under the
Number of
Price Paid
Publicly Announced
Plans or Program
Period
Per Share
Plans or Programs
(In millions)
July 1, 2025 to July 31, 2025
88,315
52.68
37.8
August 1, 2025 to August 31, 2025
487,729
46.17
September 1, 2025 to September 30, 2025
343,293
44.47
919,337
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2025, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
ITEM 6. EXHIBITS
Incorporation by Reference
EXHIBITNUMBER
Exhibit Description
Form
FileNumber
Exhibit/Other Reference
FilingDate
FiledHerewith
3.1
Amended and Restated Certificate of Incorporation
10-Q
000-23441
8/6/2025
3.2
Amended and Restated Bylaws
10.1*
Employment Agreement, dated as of July 11, 2025, between Power Integrations, Inc. and Jennifer A. Lloyd, PhD
10.2*
Chief Executive Officer Benefits Agreement, dated as of July 21, 2025, between Power Integrations, Inc. and Jennifer A. Lloyd, PhD
10.6
10.3*
Transition Agreement, dated as of July 11, 2025, between Power Integrations, Inc. and Balu Balakrishnan
10.7
10.4*
Consulting Agreement, dated as of July 11, 2025, between Power Integrations, Inc. and Balu Balakrishnan
10.8
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
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)
All references in the table above to previously filed documents or descriptions are incorporating those documents and descriptions by reference thereto.
Indicates a management contract or compensatory plan or arrangement.
**
The certifications attached as Exhibits 32.1 and 32.2 accompanying this Quarterly Report on Form 10-Q, are not deemed filed with the SEC, and are not to be incorporated by reference into any filing of Power Integrations, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
Pursuant to the requirements 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.
Dated:
November 5, 2025
By:
/s/ ROBERT ERIC VERITY
Robert Eric Verity
Interim Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)