[10-Q] Power Integrations Inc Quarterly Earnings Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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(Mark One)

☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 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.

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(Exact name of registrant as specified in its charter)

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Delaware		94-3065014
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

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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:

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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.

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Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
​	​	Emerging Growth Company	☐

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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  ☒

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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

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​	​
Class	Shares Outstanding at August 4, 2025
Common Stock, $0.001 par value	56,095,582

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Table of Contents

POWER INTEGRATIONS, INC.

TABLE OF CONTENTS

​	​	Page
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PART I. FINANCIAL INFORMATION		​
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Item 1.	Financial Statements	​
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​	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited)	4
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​	Condensed Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024 (Unaudited)	5
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​	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024 (Unaudited)	6
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​	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 (Unaudited)	7
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​	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)	8
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​	Notes to Unaudited Condensed Consolidated Financial Statements	9
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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
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Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
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Item 4.	Controls and Procedures	32
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PART II. OTHER INFORMATION		32
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Item 1.	Legal Proceedings	32
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Item 1A.	Risk Factors	33
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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
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Item 5.	Other Information	34
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Item 6.	Exhibits	35
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SIGNATURES		37

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Table of Contents

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

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

POWER INTEGRATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

​

​	​	​	​	​	​	​
​	​	​		​	​
(In thousands)	​	June 30, 2025		​	December 31, 2024
ASSETS	​	​	​	​	​	​
CURRENT ASSETS:	​	​	​	​	​	​
Cash and cash equivalents	​	$	66,935	​	$	50,972
Short-term marketable securities	​		201,801	​		249,023
Accounts receivable, net	​		27,583	​		27,172
Inventories	​		168,396	​		165,612
Prepaid expenses and other current assets	​		18,188	​		21,260
Total current assets	​		482,903	​		514,039
PROPERTY AND EQUIPMENT, net	​		147,955	​		149,562
INTANGIBLE ASSETS, net	​		7,660	​		8,075
GOODWILL	​		95,271	​		95,271
DEFERRED TAX ASSETS	​		37,174	​		36,485
OTHER ASSETS	​		26,574	​		25,394
Total assets	​	$	797,537	​	$	828,826
LIABILITIES AND STOCKHOLDERS’ EQUITY	​		​	​		​
CURRENT LIABILITIES:	​		​	​		​
Accounts payable	​	$	31,044	​	$	29,789
Accrued payroll and related expenses	​		14,881	​		13,987
Taxes payable	​		751	​		961
Other accrued liabilities	​		18,323	​		10,580
Total current liabilities	​		64,999	​		55,317
LONG-TERM INCOME TAXES PAYABLE	​		4,063	​		3,871
OTHER LIABILITIES	​		24,687	​		19,866
Total liabilities	​		93,749	​		79,054
COMMITMENTS AND CONTINGENCIES (Notes 11, 13 and 14)	​			​
STOCKHOLDERS’ EQUITY:	​			​
Common stock	​		21	​		22
Additional paid-in capital	​		—	​		18,734
Accumulated other comprehensive loss	​		(1,287)	​		(3,023)
Retained earnings	​		705,054	​		734,039
Total stockholders’ equity	​		703,788	​		749,772
Total liabilities and stockholders’ equity	​	$	797,537	​	$	828,826

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

4

Table of Contents

POWER INTEGRATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

June 30,

​

June 30,

(In thousands, except per share amounts)

​

2025

2024

2025

2024

NET REVENUES

​

$

115,852

​

$

106,198

​

$

221,381

​

$

197,886

COST OF REVENUES

​

51,898

​

49,665

​

99,192

​

93,573

GROSS PROFIT

​

63,954

​

56,533

​

122,189

​

104,313

​

​

​

​

​

​

​

​

​

​

​

​

​

OPERATING EXPENSES:

​

​

​

​

​

​

​

Research and development

​

25,991

​

26,047

​

50,086

​

49,272

Sales and marketing

​

18,349

​

18,053

​

34,724

​

33,775

General and administrative

​

11,808

​

10,475

​

​

22,855

​

18,838

Other operating expenses

​

​

9,151

​

​

—

​

​

9,151

​

​

—

Total operating expenses

​

65,299

​

54,575

​

116,816

​

101,885

INCOME (LOSS) FROM OPERATIONS

​

(1,345)

​

1,958

​

5,373

​

2,428

OTHER INCOME

​

2,690

​

3,189

​

5,857

​

6,691

INCOME BEFORE INCOME TAXES

​

1,345

​

5,147

​

11,230

​

9,119

PROVISION (BENEFIT) FOR INCOME TAXES

​

(24)

​

298

​

1,071

​

316

NET INCOME

​

$

1,369

​

$

4,849

​

$

10,159

​

$

8,803

​

​

​

​

​

​

​

​

​

​

​

​

​

EARNINGS PER SHARE:

​

​

​

​

​

​

​

Basic

​

$

0.02

​

$

0.09

​

$

0.18

​

$

0.15

Diluted

​

$

0.02

​

$

0.09

​

$

0.18

​

$

0.15

​

​

​

​

​

​

​

​

​

​

​

​

​

SHARES USED IN PER SHARE CALCULATION:

​

​

​

​

​

​

​

Basic

​

56,274

​

​

56,780

​

​

56,571

​

​

56,807

Diluted

​

56,387

​

​

56,984

​

​

56,787

​

​

57,104

​

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

5

Table of Contents

POWER INTEGRATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(In thousands)

2025

2024

2025

2024

Net income

​

$

1,369

​

$

4,849

​

$

10,159

​

$

8,803

Other comprehensive income (loss), net of tax:

​

​

​

​

Foreign currency translation adjustments, net of $0 tax in each of the three and six months ended June 30, 2025 and 2024

​

​

657

​

​

(271)

​

​

1,047

​

​

(637)

Unrealized gain (loss) on marketable securities, net of ($49) and ($166) taxes in the three and six months ended June 30, 2025, respectively, and $0 in each of the three and six months ended June 30, 2024

​

​

238

​

​

(317)

​

​

689

​

​

(1,005)

Amortization of defined benefit pension items, net of $4 tax in each of the three and six months ended June 30, 2025, respectively, and $7 and $15 in the three and six months ended June 30, 2024, respectively

​

​

1

​

​

(42)

​

​

—

​

​

(85)

Total other comprehensive income (loss)

​

896

​

(630)

​

1,736

​

(1,727)

TOTAL COMPREHENSIVE INCOME

​

$

2,265

​

$

4,219

​

$

11,895

​

$

7,076

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

6

Table of Contents

POWER INTEGRATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(In thousands)

2025

2024

2025

2024

Common stock

​

​

​

​

​

​

​

​

​

​

​

Beginning balance

$

22

​

$

22

​

$

22

​

$

23

Repurchase of common stock

​

(1)

​

—

​

(1)

​

(1)

Ending balance

​

21

​

22

​

21

​

22

​

​

​

​

​

​

​

​

​

Additional paid-in capital

​

​

​

​

​

​

​

​

Beginning balance

​

7,106

​

—

​

18,734

​

—

Common stock issued under employee stock plans

​

—

​

—

​

2,787

​

2,691

Repurchase of common stock

​

(17,183)

​

(11,035)

​

(40,281)

​

(20,140)

Stock-based compensation

​

10,077

​

11,035

​

18,760

​

17,449

Ending balance

​

—

​

—

​

—

​

—

​

​

​

​

​

​

​

​

​

Accumulated other comprehensive income (loss)

​

​

​

​

​

​

​

​

Beginning balance

​

(2,183)

​

(2,559)

​

(3,023)

​

(1,462)

Other comprehensive income (loss)

​

896

​

(630)

​

1,736

​

(1,727)

Ending balance

​

(1,287)

​

(3,189)

​

(1,287)

​

(3,189)

​

​

​

​

​

​

​

​

​

Retained earnings

​

​

​

​

​

​

​

​

Beginning balance

​

730,870

​

740,715

​

734,039

​

753,680

Net income

​

1,369

​

4,849

​

10,159

​

8,803

Repurchase of common stock

​

​

(15,376)

​

​

(303)

​

​

(15,376)

​

​

(5,838)

Payment of dividends to stockholders

​

​

(11,809)

​

​

(11,352)

​

​

(23,768)

​

​

(22,736)

Ending balance

​

​

705,054

​

​

733,909

​

​

705,054

​

​

733,909

​

​

​

​

​

​

​

​

​

​

​

​

​

Total stockholders’ equity

$

703,788

​

$

730,742

​

$

703,788

​

$

730,742

​

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

7

Table of Contents

POWER INTEGRATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

​

​	​	​	​	​	​	​
​	​	Six Months Ended
​	​	June 30,
(In thousands)		2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:		​			​
Net income	​	$	10,159	​	$	8,803
Adjustments to reconcile net income to net cash provided by operating activities:	​		​	​		​
Depreciation	​		14,246	​		17,106
Amortization of intangibles	​		415	​		863
Loss on disposal of property and equipment	​		—	​		8
Stock-based compensation expense	​		18,760	​		17,449
Accretion of discount on marketable securities	​		(721)	​		(909)
Deferred income taxes	​		(854)	​		(3,482)
Increase (decrease) in accounts receivable allowance for credit losses	​		(381)	​		326
Change in operating assets and liabilities:	​		​	​
Accounts receivable	​		(30)	​		(2,024)
Inventories	​		(2,784)	​		(6,720)
Prepaid expenses and other assets	​		6,405	​		2,072
Accounts payable	​		248	​		(117)
Taxes payable and accrued liabilities	​		9,995	​		161
Net cash provided by operating activities	​		55,458	​		33,536
​	​	​	​	​	​	​
CASH FLOWS FROM INVESTING ACTIVITIES:	​		​	​		​
Purchases of property and equipment	​		(11,652)	​		(8,510)
Purchases of marketable securities	​		(47,696)	​		(77,830)
Proceeds from sales and maturities of marketable securities	​		96,492	​		85,392
Net cash provided by (used in) investing activities	​		37,144	​		(948)
​	​	​	​	​	​	​
CASH FLOWS FROM FINANCING ACTIVITIES:	​		​	​		​
Issuance of common stock under employee stock plans	​		2,787	​		2,691
Repurchase of common stock	​		(55,658)	​		(25,979)
Payments of dividends to stockholders	​		(23,768)	​		(22,736)
Proceeds from draw on line of credit	​		13,000	​		—
Payments on line of credit	​		(13,000)	​		—
Net cash used in financing activities	​		(76,639)	​		(46,024)
​	​	​	​	​	​	​
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	​		15,963	​		(13,436)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	​		50,972	​		63,929
CASH AND CASH EQUIVALENTS AT END OF PERIOD	​	$	66,935	​	$	50,493
​	​	​	​	​	​	​
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:	​			​		​
Unpaid property and equipment	​	$	3,700	​	$	1,306
​	​	​	​	​	​	​
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:	​		​	​		​
Cash paid for income taxes, net	​	$	2,690	​	$	4,498

​

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

8

POWER INTEGRATIONS, INC.

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.

​

3. COMPONENTS OF THE COMPANY’S CONDENSED CONSOLIDATED BALANCE SHEETS:

Accounts Receivable

​	​	​	​	​	​	​
​		June 30,			December 31,
(In thousands)	​	2025		​	2024
Accounts receivable trade	​	$	60,121	​	$	57,308
Allowance for ship and debit	​		(30,077)	​		(26,446)
Allowance for stock rotation and rebate	​		(2,406)	​		(3,254)
Allowance for credit losses	​	​	(55)	​	​	(436)
Total	​	$	27,583	​	$	27,172

​

​

9

​

Table of Contents

POWER INTEGRATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

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

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(In thousands)

​

2025

2024

2025

2024

Beginning balance

​

$

(55)

​

$

(844)

​

$

(436)

​

$

(681)

Provision for credit loss expense

​

(54)

​

(163)

​

(104)

​

(847)

Receivables written off

​

—

​

—

​

—

​

—

Recoveries

​

54

​

—

​

485

​

521

Ending balance

​

$

(55)

​

$

(1,007)

​

$

(55)

​

$

(1,007)

​

Inventories

​	​	​	​	​	​	​
​		June 30,			December 31,
(In thousands)	​	2025		​	2024
Raw materials	​	$	105,566	​	$	101,414
Work-in-process	​		31,680	​		27,271
Finished goods	​		31,150	​		36,927
Total	​	$	168,396	​	$	165,612

​

Intangible Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

December 31, 2024

​

​

​

Accumulated

​

​

​

​

Accumulated

​

​

(In thousands)

​

Gross

​

Amortization

​

Net

​

Gross

​

Amortization

​

Net

Domain name

​

$

1,261

​

$

—

​

$

1,261

​

$

1,261

​

$

—

​

$

1,261

In-process research and development

​

4,930

​

—

​

4,930

​

4,930

​

—

​

4,930

Developed technology

​

37,960

​

(36,787)

​

1,173

​

37,960

​

(36,492)

​

1,468

Technology licenses

​

1,926

​

(1,630)

​

296

​

1,926

​

(1,510)

​

416

Total intangible assets

​

$

46,077

​

$

(38,417)

​

$

7,660

​

$

46,077

​

$

(38,002)

​

$

8,075

​

​

The estimated future amortization expense related to finite-lived intangible assets at June 30, 2025, is as follows:

​	​	​	​
​		Estimated
​	​	Amortization
Fiscal Year	​	(In thousands)
2025 (remaining six months)	​	$	417
2026	​		687
2027	​		365
Total*	​	$	1,469

* 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.

10

Table of Contents

POWER INTEGRATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024, were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unrealized Gains

​

​

​

​

​

​

​

​

​

​

​

​

​

and Losses on

​

Defined Benefit

​

Foreign Currency

​

​

​

​

Marketable Securities

​

Pension Items

​

Items

​

Total

​

Three Months Ended

​

Three Months Ended

​

Three Months Ended

​

Three Months Ended

​

June 30,

​

June 30,

​

June 30,

​

June 30,

(In thousands)

2025

2024

2025

2024

2025

2024

2025

2024

Beginning balance

$

1,144

​

$

(432)

​

$

98

​

$

1,542

​

$

(3,425)

​

$

(3,669)

​

$

(2,183)

​

$

(2,559)

Other comprehensive income (loss) before reclassifications

238

​

(317)

​

—

​

—

​

657

​

(271)

​

895

​

(588)

Amounts reclassified from accumulated other comprehensive income (loss)

—

​

—

​

1

(1)

(42)

(1)

—

​

—

​

1

​

(42)

Net-current period other comprehensive income (loss)

238

​

(317)

​

1

​

(42)

​

657

​

(271)

​

896

​

(630)

Ending balance

$

1,382

​

$

(749)

​

$

99

​

$

1,500

​

$

(2,768)

​

$

(3,940)

​

$

(1,287)

​

$

(3,189)

(1) This component of accumulated other comprehensive income (loss) is included in the computation of net periodic pension cost for the three months ended June 30, 2025 and 2024.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unrealized Gains

​

​

​

​

​

​

​

​

​

​

​

​

​

and Losses on

​

Defined Benefit

​

Foreign Currency

​

​

​

​

Marketable Securities

​

Pension Items

​

Items

​

Total

​

Six Months Ended

​

Six Months Ended

​

Six Months Ended

​

Six Months Ended

​

June 30,

​

June 30,

​

June 30,

​

June 30,

(In thousands)

2025

2024

2025

​

2024

2025

2024

2025

2024

Beginning balance

$

693

​

$

256

​

$

99

​

$

1,585

​

$

(3,815)

​

$

(3,303)

​

$

(3,023)

​

$

(1,462)

Other comprehensive income (loss) before reclassifications

689

​

(1,005)

​

—

​

—

​

1,047

​

(637)

​

1,736

​

(1,642)

Amounts reclassified from accumulated other comprehensive loss

—

​

—

​

—

(1)

(85)

(1)

—

​

—

​

—

​

(85)

Net-current period other comprehensive income (loss)

689

​

(1,005)

​

—

​

(85)

​

1,047

​

(637)

​

1,736

​

(1,727)

Ending balance

$

1,382

​

$

(749)

​

$

99

​

$

1,500

​

$

(2,768)

​

$

(3,940)

​

$

(1,287)

​

$

(3,189)

(1) This component of accumulated other comprehensive income (loss) is included in the computation of net periodic pension cost for the six months ended June 30, 2025 and 2024.

​

​

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.

11

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POWER INTEGRATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

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 June 30, 2025 and December 31, 2024, was as follows:

​	​	​	​	​	​	​	​	​	​
​	​	Fair Value Measurement at
​	​	June 30, 2025
​	​	​	​	​	Quoted Prices in		​	​	​
​	​	​	​	​	Active Markets for		​	Significant Other
​	​	​	​	​	Identical Assets		​	Observable Inputs
(In thousands)	​	Total Fair Value		​	(Level 1)		​	(Level 2)
Commercial paper	​	$	8,206	​	$	—	​	$	8,206
Corporate securities	​	​	201,801	​	​	—	​	​	201,801
Money market funds	​		989	​		989	​		—
Total	​	$	210,996	​	$	989	​	$	210,007

​

​	​	​	​	​	​	​	​	​	​
​	​	Fair Value Measurement at
​	​	December 31, 2024
​	​	​	​	​	Quoted Prices in		​	​	​
​	​	​	​	​	Active Markets for		​	Significant Other
​	​	​	​	​	Identical Assets		​	Observable Inputs
(In thousands)	​	Total Fair Value		​	(Level 1)		​	(Level 2)
Commercial paper	​	$	2,048	​	$	—	​	$	2,048
Corporate securities	​	​	249,023	​	​	—	​	​	249,023
Money market funds	​		567	​		567	​		—
U.S. government securities	​	​	750	​	​	—	​	​	750
Total	​	$	252,388	​	$	567	​	$	251,821

​

The Company did not transfer any investments between Level 1 and Level 2 of the fair-value hierarchy in the six months ended June 30, 2025 and the twelve months ended December 31, 2024.

5. MARKETABLE SECURITIES:

Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at June 30, 2025, were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortized

​

Gross Unrealized

​

Estimated Fair

(In thousands)

Cost

Gains

Losses

Market Value

Investments due in 3 months or less:

​

​

​

​

Corporate securities

​

$

15,661

​

$

7

​

$

(10)

​

$

15,658

Total

​

15,661

​

7

​

(10)

​

15,658

Investments due in 4-12 months:

​

​

​

​

Corporate securities

​

​

25,976

​

​

94

​

​

(6)

​

​

26,064

Total

​

25,976

​

94

​

(6)

​

26,064

Investments due in 12 months or greater:

​

​

​

​

Corporate securities

​

158,421

​

1,663

​

(5)

​

160,079

Total

​

​

158,421

​

1,663

​

​

(5)

​

160,079

Total marketable securities

​

$

200,058

​

$

1,764

​

$

(21)

​

$

201,801

​

Accrued interest receivable was $2.5 million at June 30, 2025 and was recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet.

12

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POWER INTEGRATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

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:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortized

​

Gross Unrealized

​

Estimated Fair

(In thousands)

Cost

Gains

Losses

Market Value

Investments due in 3 months or less:

​

​

​

​

Corporate securities

​

$

10,972

​

$

4

​

$

(3)

​

$

10,973

Total

​

10,972

​

4

​

(3)

​

10,973

Investments due in 4-12 months:

​

​

​

​

Corporate securities

​

87,346

​

159

​

(19)

​

87,486

Total

​

87,346

​

159

​

(19)

​

87,486

Investments due in 12 months or greater:

​

​

​

​

Corporate securities

​

​

149,817

​

860

​

(113)

​

150,564

Total

​

149,817

​

860

​

(113)

​

150,564

Total marketable securities

​

$

248,135

​

$

1,023

​

$

(135)

​

$

249,023

​

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 June 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Less Than 12 Months

​

12 Months or Longer

​

Total

​

Estimated

Gross

Estimated

Gross

Estimated

Gross

​

​

Fair Market

​

Unrealized

​

Fair Market

​

Unrealized

​

Fair Market

​

Unrealized

(In thousands)

​

Value

​

Losses

​

Value

​

Losses

​

Value

​

Losses

Corporate securities

​

$

9,205

​

$

(17)

​

$

2,925

​

$

(4)

​

$

12,130

​

$

(21)

Total marketable securities

​

$

9,205

​

$

(17)

​

$

2,925

​

$

(4)

​

$

12,130

​

$

(21)

​

In the three and six months ended June 30, 2025 and 2024, no unrealized losses on marketable securities were recognized in income.

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 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 six months ended June 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(In thousands)

2025

2024

2025

2024

Cost of revenues

​

$

592

​

$

707

​

$

1,249

​

$

1,053

Research and development

​

3,190

​

3,885

​

5,440

​

6,310

Sales and marketing

​

1,922

​

2,510

​

3,508

​

4,114

General and administrative

​

4,373

​

3,933

​

8,563

​

5,972

Total stock-based compensation expense

​

$

10,077

​

$

11,035

​

$

18,760

​

$

17,449

​

13

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POWER INTEGRATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

Stock-based compensation expense in the three months ended June 30, 2025, was approximately $10.1 million, comprising approximately $5.1 million related to restricted stock unit (“RSU”) awards, $4.6 million related to performance-based (“PSU”) awards and long-term performance-based (“PRSU”) awards and $0.4 million related to the Company’s employee stock purchase plan. Stock-based compensation expense in the six months ended June 30, 2025, was approximately $18.8 million, comprising approximately $10.9 million related to RSUs, $7.1 million related to PSUs and PRSUs and $0.8 million related to the Company’s employee stock purchase plan.

Stock-based compensation expense in the three months ended June 30, 2024, was approximately $11.0 million, comprising approximately $6.3 million related to RSUs, $4.3 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 six months ended June 30, 2024, was approximately $17.4 million, comprising approximately $12.4 million related to RSUs, $4.3 million related to PSUs and PRSUs and $0.7 million related to the Company’s employee stock purchase plan.

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 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 June 30, 2025 and activity during the six months ended, is presented below:

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​		​	Weighted-Average	​	​	​
​	​	​	​	Weighted-Average		​	Remaining	​	Aggregate
​	​	Shares	​	Grant Date Fair		​	Contractual Term	​	Intrinsic Value
​		(In thousands)		Value Per Share			(In years)		(In thousands)
Outstanding at January 1, 2025		66	​	$	69.95		​		​	​
Granted		198	​	$	54.45		​		​
Vested		(66)	​	$	69.95				​
Forfeited		(7)	​	$	58.04				​
Outstanding at June 30, 2025		191	​	$	54.30		0.50	​	$	10,664
Outstanding and expected to vest at June 30, 2025		168	​		​	​	0.50	​	$	9,374

​

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

14

Table of Contents

POWER INTEGRATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

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 June 30, 2025 and activity during the six months ended, is presented below:

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Weighted-Average	​	Aggregate
​	​	​	​	Weighted-Average		​	Remaining	​	Intrinsic
​	​	Shares	​	Grant Date Fair		​	Contractual Term	​	Value
​		(In thousands)		Value Per Share			(In years)		(In thousands)
Outstanding at January 1, 2025		317	​	$	73.85		​		​	​
Granted		202	​	$	56.40				​
Vested		—	​	​	—				​
Forfeited		—	​	​	—				​
Outstanding at June 30, 2025		519	​	$	67.05		1.62	​	$	28,990
Outstanding and expected to vest at June 30, 2025		379	​	​	​	​	2.03	​	$	21,208

​

RSU Awards

A summary of RSUs outstanding as of June 30, 2025 and activity during the six months ended, is presented below:

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Weighted-Average	​	Aggregate
​	​	​	​	Weighted-Average		​	Remaining	​	Intrinsic
​	​	Shares	​	Grant Date Fair		​	Contractual Term	​	Value
​		(In thousands)		Value Per Share			(In years)		(In thousands)
Outstanding at January 1, 2025		929	​	$	70.82	​	​	​	​	​
Granted		426	​	$	51.42	​	​	​	​	​
Vested		(312)	​	$	67.64	​		​	​	​
Forfeited		(48)	​	$	67.88	​		​	​	​
Outstanding at June 30, 2025		995	​	$	63.68	​	1.85	​	$	55,596
Outstanding and expected to vest at June 30, 2025		914	​		​	​	1.79	​	$	51,106

​

​

​

​

7. SIGNIFICANT CUSTOMERS AND GEOGRAPHIC NET REVENUES:

Customer Concentration

The Company’s top ten customers accounted for approximately 81% of net revenues for each of the three and six months ended June 30, 2025 and approximately 80% and 78%, respectively, in 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 $81.3 million and $156.5 million in the three and six months ended June 30, 2025, respectively, and $73.5 million and $139.9 million, respectively, in the corresponding periods of 2024. Direct sales to OEMs and power-supply manufacturers accounted for the remainder.

15

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POWER INTEGRATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

The following customers represented 10% or more of the Company’s net revenues for the respective periods:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

Six Months Ended

​

​

June 30,

​

June 30,

Customer

​

2025

​

2024

​

2025

​

2024

Avnet

33

%

​

28

%

32

%

​

29

%

Salcomp Group

​

11

%

​

*

​

​

*

​

​

*

​

Honestar Technologies Co., Ltd.

​

*

​

​

12

%

​

*

​

​

12

%

​

*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.

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 June 30, 2025 and December 31, 2024, 89% 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 June 30, 2025 and December 31, 2024:

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
Customer		2025		​	2024
Avnet	​	38	%	​	32	%
Salcomp Group	​	13	%	​	13	%
Honestar Technologies Co., Ltd.	​	*	​	​	12	%

*Total customer accounts receivable was less than 10% of accounts receivable.

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:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(In thousands)

2025

2024

2025

2024

Americas:

​

$

5,850

​

$

5,281

​

$

11,567

​

$

10,286

EMEA:

​

​

​

​

​

​

​

​

Germany

​

​

6,947

​

5,059

​

13,063

​

10,948

Other EMEA

​

5,809

​

5,946

​

10,984

​

12,260

APAC:

​

​

​

​

​

​

​

​

Hong Kong/China

​

67,691

​

63,124

​

124,179

​

112,804

India

​

4,545

​

6,400

​

9,872

​

11,780

Korea

​

​

9,685

​

​

8,933

​

​

21,954

​

​

18,453

Taiwan

​

​

6,617

​

​

5,294

​

​

13,619

​

​

10,052

Other APAC

​

8,708

​

6,161

​

16,143

​

11,303

Total net revenues

​

$

115,852

​

$

106,198

​

$

221,381

​

$

197,886

​

​

​

​

16

Table of Contents

POWER INTEGRATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

8. STOCKHOLDERS’ EQUITY:

Common Stock Shares Outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(In thousands)

2025

2024

2025

2024

Beginning balance

​

​

56,692

​

​

56,759

​

​

56,837

​

​

56,738

Common stock issued under employee stock plans

​

171

​

183

​

430

​

411

Repurchased

​

(705)

​

(164)

​

(1,109)

​

(371)

Ending balance

​

​

56,158

​

​

56,778

​

​

56,158

​

​

56,778

​

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 be executed according to pre-defined price/volume guidelines. In the three months ended June 30, 2025, the Company purchased approximately 0.7 million shares for $32.6 million. In the six months ended June 30, 2025, the Company repurchased 1.1 million shares for $55.7 million. As of June 30, 2025, $42.4 million remained on the Company’s repurchase authorization. The program has no expiration date. 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.

For the three and six months ended June 30, 2025 and 2024, cash dividends declared and paid were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(In thousands, except per share amounts)

2025

2024

2025

2024

Dividends declared and paid

​

$

11,809

​

$

11,352

​

$

23,768

​

$

22,736

Dividends declared per common share

​

$

0.21

​

$

0.20

​

$

0.42

​

$

0.40

​

​

​

9. EARNINGS PER SHARE:

Basic earnings per share are calculated by dividing net income by the weighted-average shares of common stock outstanding during the period. Diluted earnings per share are calculated by dividing net income 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 dilutive shares issuable upon the assumed exercise of outstanding common stock options, 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.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

A summary of the earnings per share calculation is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(In thousands, except per share amounts)

2025

2024

2025

2024

Basic earnings per share:

​

​

​

​

Net income

​

$

1,369

​

$

4,849

​

$

10,159

​

$

8,803

Weighted-average common shares

​

56,274

​

56,780

​

56,571

​

56,807

Basic earnings per share

​

$

0.02

​

$

0.09

​

$

0.18

​

$

0.15

Diluted earnings per share: (1)

​

​

​

​

Net income

​

$

1,369

​

$

4,849

​

$

10,159

​

$

8,803

Weighted-average common shares

​

56,274

​

56,780

​

56,571

​

56,807

Effect of dilutive awards:

​

​

​

​

Employee stock plans

​

113

​

204

​

216

​

297

Diluted weighted-average common shares

​

56,387

​

56,984

​

56,787

​

57,104

Diluted earnings per share

​

$

0.02

​

$

0.09

​

$

0.18

​

$

0.15

​

(1) The Company includes the shares underlying performance-based awards in the calculation of diluted earnings per share if the performance conditions have been satisfied as of the end of the reporting period and excludes such shares when the necessary conditions have not been met. The Company has excluded the shares underlying the outstanding performance-based awards in the 2025 and 2024 calculations as the shares were not contingently issuable as of the end of the reporting periods.

​

10. PROVISION 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 six months ended June 30, 2025 was (1.8%) and 9.5%, respectively, and in the corresponding periods of 2024 was 5.8% and 3.5%, 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 research tax credits. In the three and six months ended June 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. In the three months ended June 30, 2024, the Company’s effective tax rate was favorably impacted by the recognition of excess tax benefits related to share-based payments. In the six months ended June 30, 2024, the Company’s effective tax rate was also 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.

As of June 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 Net Controlled Foreign Corporation Tested Income (“NCTI”), formerly known as Global Intangible Low-Taxed Income (“GILTI”), 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 will remeasure its deferred tax balances related to NCTI for the changes in the tax rate and will record an adjustment to this balance in the fiscal third quarter. The Company expects these modifications to result in an increase in its effective tax rate but is still evaluating the magnitude of the impact.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

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. 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.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

The table below presents the Company’s consolidated operating results including significant segment expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

June 30,

(In thousands)

​

2025

2024

​

2025

2024

NET REVENUES

​

$

115,852

​

$

106,198

​

$

221,381

​

$

197,886

Less:

​

​

​

​

​

​

​

​

​

​

​

​

Stock-based compensation (1)

​

​

10,077

​

​

11,035

​

​

18,760

​

​

17,449

Amortization of acquisition-related intangible assets (2)

​

​

146

​

​

258

​

​

293

​

​

740

Cost of revenues (excluding 1 & 2)

​

​

51,160

​

​

48,700

​

​

97,650

​

​

91,780

Research and development (excluding 1)

​

​

22,801

​

​

22,162

​

​

44,646

​

​

42,962

Sales and marketing (excluding 1)

​

​

16,427

​

​

15,543

​

​

31,216

​

​

29,661

General and administrative (excluding 1)

​

​

7,435

​

​

6,542

​

​

14,292

​

​

12,866

Other operating expenses

​

​

9,151

​

​

—

​

​

9,151

​

​

—

INCOME (LOSS) FROM OPERATIONS

​

​

(1,345)

​

​

1,958

​

​

5,373

​

​

2,428

​

​

​

​

​

​

​

​

​

​

​

​

​

OTHER INCOME

​

​

2,690

​

​

3,189

​

​

5,857

​

​

6,691

PROVISION (BENEFIT) FOR INCOME TAXES

​

​

(24)

​

​

298

​

​

1,071

​

​

316

NET INCOME

​

$

1,369

​

$

4,849

​

$

10,159

​

$

8,803

​

The table below presents other segment information:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
(In thousands)	​	2025			2024		​	2025			2024
Depreciation	​	$	7,002	​	$	8,391	​	$	14,246	​	$	17,106
Amortization of intangibles	​	$	208	​	$	320	​	$	415	​	$	863
Interest income	​	$	3,035	​	$	3,309	​	$	6,395	​	$	6,795

​

​

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. The case was then stayed until February 26, 2024, when the Delaware Court then set a schedule for the remainder of the case, with further proceedings in the coming months and a trial scheduled in August 2025. 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 no schedule has been set for the follow-on 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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

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 ending 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. The Company strongly disagrees with those portions of the jury’s verdicts against the Company and plans to file post-trial motions asking the Court for judgment notwithstanding the verdict, including reversing the award of damages, and in the alternative for a new trial. The Company plans further appeals if they are necessary after rulings on post-trial motions.

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 June 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,

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

​

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:

The Company has evaluated events and transactions subsequent to June 30, 2025, through the date these unaudited condensed consolidated financial statements were included on Form 10-Q and filed with the SEC. Other than the matter described below, there are no additional subsequent events identified that would require disclosure in these financial statements.

Transition of the Company’s Chief Executive Officer to Executive Chairman and related Equity Modification

As disclosed in the Current Report on Form 8-K filed with the SEC on July 17, 2025, the Company’s board of directors (the “Board”) on July 11, 2025, elected Jennifer A. Lloyd, PhD, as the Company’s President and CEO and appointed her to the Board, in each case, effective upon Dr. Lloyd’s commencement of employment with the Company on July 21, 2025. Also, on July 11, 2025, Balu Balakrishnan agreed to resign from his position as Chief Executive Officer and President of the Company as of the end of the day immediately prior to Dr. Lloyd’s commencement of employment with the Company.

Mr. Balakrishnan plans to serve as executive chairman of the Board on a transitional basis until February 2026 in order to facilitate the leadership transition, ensure continuity and support the new leadership team. Thereafter, Mr. Balakrishnan would remain a non-executive member of the Board subject to the applicable nomination process and stockholder approval. In connection with Mr. Balakrishnan’s retirement, the Company and Mr. Balakrishnan entered into a transition agreement and a consulting agreement. Each of Mr. Balakrishnan’s outstanding equity awards by their original terms are eligible to vest based on continuous service, subject to the applicable award agreements and terms and conditions of the Company’s 2016 Incentive Award Plan. 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 performance period.

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. The Company expects to record in the third quarter of 2025, net stock-based compensation expense of approximately $15 million related to the award modification, with such amount representing an acceleration of expense in respect of all of Mr. Balakrishnan’s outstanding equity awards. Subsequent changes in performance criteria measurement could result in an adjustment to expense in future periods.

​

​

​

​

​

​

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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.

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​

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:

● Increase the size of our addressable market. Prior to 2010 our addressable market consisted of AC-DC applications with up to about 50 watts of output, a served available market (“SAM”) opportunity of approximately $1.5 billion. Since then, we have expanded our SAM to approximately $4 billion through a variety of means. These include the introduction of products that enable us to address higher-power AC-DC applications (such as our Hiper™ product families), the introduction of LED-driver products, and our entry into the gate-driver market. In 2018 we introduced our BridgeSwitch™ motor-driver ICs for BLDC motors, and in 2024 we introduced BridgeSwitch-2, extending the addressable power range of our motor-driver products up to about one horsepower. We have recently introduced a range of products targeting the EV market; we plan to introduce additional products for EVs in the future and expect automotive applications to become a significant portion of our SAM over time.

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.

● Increase our penetration of the markets we serve. We currently address AC-DC applications with power outputs up to approximately 500 watts, gate-driver applications ranging from 100 kilowatts up to gigawatts, and motor-drive applications up to approximately one horsepower. Through our research and development efforts, we seek to introduce more advanced products for these markets offering higher levels of integration and performance compared to earlier products. We also continue to expand our sales and application-engineering staff and our network of distributors, as well as our offerings of technical documentation and design-support tools and services to help customers use our products. These tools and services include our PI Expert™ design software, which we offer free of charge, and our transformer-sample service. In 2022 we launched PowerPros℠, a live online video support service that enables power-supply designers to talk directly with members of our applications engineering team 24 hours a day, six days a week, anywhere in the world.

● Leverage the performance benefits of our proprietary gallium-nitride (“GaN”) technology. In 2019 we began incorporating our proprietary PowiGaN™ gallium-nitride transistors in some of our products, enabling a higher level of energy efficiency than ICs with silicon transistors. Since then, we have introduced a variety of new products utilizing GaN technology and developed new generations of our GaN technology capable of supporting voltages as high as 1700 volts. While high-voltage GaN transistors have historically been more costly to produce than comparable silicon transistors, we have achieved cost reductions such that our GaN devices are approaching cost parity with silicon MOSFETs.

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.

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​

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.

● Capitalize on efforts to reduce carbon emissions by providing products that contribute to improved energy efficiency and increased use of renewable energy. In its 2019 World Energy Outlook, the International Energy Agency estimated that more than two-thirds of the reduction in carbon-dioxide (“CO2”) emissions needed to achieve the “Sustainable Development Scenario” of the United Nations Sustainable Development Agenda is to come from improved energy efficiency and increased use of renewable energy. Energy savings enabled by our products help our customers comply with regulations that seek to curb energy consumption in support of reducing CO2 emissions. For example: our EcoSmart™ technology drastically reduces the amount of energy consumed by electronic products when they are plugged in but not in use; our PowiGaN™ GaN transistors reduce energy consumption compared to silicon transistors; and our BridgeSwitch™ motor-driver ICs provide highly efficient power conversion for BLDC motors in appliances and industrial applications. Also, our gate-driver products are critical components in energy-efficient DC motor drives, solar- and wind-power systems, efficient high-voltage DC transmission systems (including transmission of energy from renewable energy installations to the power grid), and low-emissions transportation applications such as electric locomotives.

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.

Recent Results

Our net revenues were $115.9 million and $106.2 million in the three months ended June 30, 2025 and 2024, respectively, and $221.4 million and $197.9 million in the six months ended June 30, 2025 and 2024, respectively. The increase in net revenues for the three-month period was primarily due to higher sales in the industrial end-market. For the

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six-month period, the increase in net revenues was due to higher sales in all four end-market categories, most significantly 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 six months ended June 30, 2025 and approximately 80% and 78%, respectively, in the corresponding periods of 2024. International sales accounted for approximately 98% and 99% of our net revenues for the three and six months ended June 30, 2025, respectively, and 99% and 98%, respectively, in the corresponding periods of 2024.

Our gross margin was 55% and 53% for the three months ended June 30, 2025 and 2024, respectively, and 55% and 53% for the six months ended June 30, 2025 and 2024, respectively. The increase in gross margin was primarily due to favorable end-market mix—reflecting a greater amount of revenues coming from higher-margin end-markets—and the favorable impact of the dollar/yen exchange rate on our wafer costs.

Total operating expenses were $65.3 million and $54.6 million for the three months ended June 30, 2025 and 2024, respectively, and $116.8 million and $101.9 million for the six months ended June 30, 2025 and 2024, respectively. The increase in operating expenses for the three- and six-month periods was primarily due to an expense related to an employee litigation matter (refer to 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), increased employee-related expenses driven by headcount growth and higher costs associated with employee health insurance and other benefits, as well as higher expenses for professional and legal services. These increases were partially offset by decreased product-development expenses and a credit recognized in the six months ended June 30, 2025 related to the recovery of bad debt.

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.

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Results of Operations

The following table sets forth certain operating data as a percentage of net revenues for the periods indicated:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
​		2025		​	2024		​	2025		​	2024
Net revenues	​	100.0	%	​	100.0	%	​	100.0	%	​	100.0	%
Cost of revenues		44.8		​	46.8		​	44.8		​	47.3
Gross profit		55.2		​	53.2		​	55.2		​	52.7
Operating expenses:				​			​	​		​	​
Research and development		22.4		​	24.5		​	22.6		​	24.9
Sales and marketing		15.8		​	17.0		​	15.7		​	17.1
General and administrative		10.2		​	9.9		​	10.3		​	9.5
Other operating expenses	​	7.9	​	​	—	​	​	4.1	​	​	—	​
Total operating expenses		56.3		​	51.4		​	52.7		​	51.5
Income (loss) from operations		(1.1)		​	1.8		​	2.5		​	1.2
Other income		2.3		​	3.0		​	2.6		​	3.4
Income before income taxes		1.2		​	4.8		​	5.1		​	4.6
Provision (benefit) for income taxes		—		​	0.3		​	0.5		​	0.2
Net income		1.2	%	​	4.5	%	​	4.6	%	​	4.4	%

​

Comparison of the three and six months ended June 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 six months ended June 30, 2025 were $115.9 million and $221.4 million, respectively, and $106.2 million and $197.9 million, respectively, in the corresponding periods of 2024. The increase in net revenues for the three-month period was due primarily to higher sales in the industrial end-market. For the six-month period, the increase in net revenues was due to higher sales in all four end-market categories, most significantly the industrial end-market.

Our revenue mix by end market for the three and six months ended June 30, 2025 and 2024 was as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
End Market		2025		​	2024		​	2025		​	2024
Communications	​	11	%	​	11	%	​	10	%	​	11	%
Computer		12	%	​	14	%		12	%	​	13	%
Consumer		37	%	​	42	%		41	%	​	41	%
Industrial		40	%	​	33	%		37	%	​	35	%

International sales, consisting of sales outside of the United States of America based on “bill to” customer locations, were $114.0 million and $218.2 million in the three and six months ended June 30, 2025, respectively, and $104.6 million and $194.6 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 84% of our net revenues in both the three and six months ended June 30, 2025 and approximately 85% and 83%, respectively, in the corresponding period 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 70% and 71% of our net revenues in the three and six months ended June 30, 2025, respectively, and approximately 69% and 71%, respectively, in the corresponding periods of 2024. Direct sales to OEMs and merchant power supply manufacturers accounted for the remainder.

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The following customers represented 10% or more of our net revenues for the respective periods:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

Customer

2025

​

2024

​

2025

​

2024

Avnet

33

%

​

28

%

32

%

​

29

%

Salcomp Group

​

11

%

​

*

​

​

*

​

​

*

​

Honestar Technologies Co., Ltd.

​

*

​

​

12

%

​

*

​

​

12

%

*Total customer revenue was less than 10% of net revenues.

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 six months ended June 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(dollars in millions)

2025

2024

2025

2024

Net revenues

​

$

115.9

​

​

$

106.2

​

​

$

221.4

​

​

$

197.9

​

Gross profit

$

64.0

​

$

56.5

$

122.2

​

$

104.3

Gross margin

​

55.2

%

​

53.2

%

​

55.2

%

​

52.7

%

​

The increase in gross margin was primarily due to favorable end-market mix—reflecting a greater amount of revenues coming from higher-margin end-markets—and the favorable impact of the dollar/yen exchange rate on our wafer costs.

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 six months ended June 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(dollars in millions)

​

2025

2024

​

2025

​

2024

R&D expenses

​

$

26.0

​

$

26.0

​

$

50.1

​

$

49.3

Headcount (at period end)

​

​

298

​

​

305

​

​

298

​

​

305

R&D expenses for the three-months ended June 30, 2025 were flat compared to the corresponding period of 2024. R&D expenses increased for the six months ended June 30, 2025 as compared to the corresponding period of 2024 primarily due to higher employee-related expenses including employee health insurance and other benefits, as well as increased equipment-related expenses, partially offset by lower stock-based compensation expense and decreased product-development expenses.

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 six months ended June 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(dollars in millions)

2025

2024

​

2025

​

2024

Sales and marketing expenses

​

$

18.3

​

$

18.1

​

$

34.7

​

$

33.8

Headcount (at period end)

​

334

​

​

328

​

334

​

​

328

​

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S&M expenses increased for the three and six months ended June 30, 2025 as compared to the corresponding periods of 2024, primarily due to increased employee-related expenses and increased travel and tradeshow-related expenses. Increases were 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 six months ended June 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(dollars in millions)

2025

2024

​

2025

​

2024

G&A expenses

$

11.8

$

10.5

​

$

22.9

​

$

18.8

Headcount (at period end)

​

81

​

​

80

​

81

​

​

80

G&A expenses increased for the three and six months ended June 30, 2025 as compared to the corresponding periods of 2024 primarily due to higher stock-based compensation expense related to performance-based awards, higher salaries and related expenses due to annual merit increases, and higher expenses for professional and legal services. These increases were partially offset by a credit recognized in the six months ended June 30, 2025 related to the recovery of bad debt. As described in Note 16, Subsequent Events, in our Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we expect to record in the third quarter of 2025, net stock-based compensation expense of approximately $15 million related to equity awards modification as a result of our Chief Executive Officer transition.

Other operating expenses. Other operating expenses were $9.2 million in the three and six months ended June 30, 2025. This amount consisted of a $9.2 million expense stemming from an employee litigation matter (refer to 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).

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 six months ended June 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(dollars in millions)

2025

2024

​

2025

​

2024

Other income

$

2.7

$

3.2

​

$

5.9

​

$

6.7

​

Other income decreased for the three and six months ended June 30, 2025 as compared to the corresponding periods of 2024 primarily due to lower interest income and losses on foreign currency exchange.

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 six months ended June 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

(dollars in millions)

2025

2024

2025

2024

Provision (benefit) for income taxes

$

—

$

0.3

$

1.1

$

0.3

Effective tax rate

​

(1.8)

%

​

5.8

%

​

9.5

%

​

3.5

%

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 six months ended June 30, 2025 was (1.8%) and 9.5%, respectively, and in the corresponding periods of 2024 was 5.8% and 3.5%, 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 research tax credits. In the three and six months ended June 30, 2025, our effective tax rate was negatively impacted by the recognition of a tax deficiency or “shortfall” related to share-based

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payments. In the three months ended June 30, 2024, our effective tax rate was favorably impacted by the recognition of excess tax benefits related to share-based payments. In the six months ended June 30, 2024, our effective tax rate was also 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 global intangible low-taxed income. 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 Net Controlled Foreign Corporation Tested Income (“NCTI”), formerly known as Global Intangible Low-Taxed Income (“GILTI”), 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 will remeasure its deferred tax balances related to NCTI for the changes in the tax rate and will record an adjustment to this balance in the fiscal third quarter. We expect these modifications to result in an increase in our effective tax rate but are still evaluating the magnitude of the impact.

Liquidity and Capital Resources

As of June 30, 2025, we had $268.7 million in cash, cash equivalents and short-term marketable securities, a decrease of $31.3 million from $300.0 million as of December 31, 2024. As of June 30, 2025, we had working capital, defined as current assets less current liabilities, of $417.9 million, a decrease of approximately $40.8 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 June 30, 2025, we had no advances outstanding under the Credit Agreement.

Cash from Operating Activities

Our operating activities generated $55.5 million of cash in the six months ended June 30, 2025. Net income for this period was $10.2 million; we also incurred non-cash stock-based compensation expense, depreciation and an increase in deferred tax assets of $18.8 million, $14.2 million and $0.9 million, respectively. Sources of cash included a $10.0 million increase in taxes payable and accrued liabilities and a $6.4 million decrease in prepaid expenses and other assets. These sources of cash were partially offset by a $2.8 million increase in inventories.

Operating activities generated $33.5 million of cash in the six months ended June 30, 2024. Net income for this period was $8.8 million; we also incurred depreciation, non-cash stock-based compensation expense, increase in deferred tax assets, accretion of discount on marketable securities, and amortization of intangibles of $17.1 million, $17.4 million, $3.5 million, $0.9 million and $0.9 million, respectively. Sources of cash primarily included a $2.1 million decrease in prepaid expenses and other assets. These sources of cash were partially offset by a $6.7 million increase in inventories due to lower demand and a $2.0 million increase in accounts receivable due to timing of customer payments.

Cash from Investing Activities

Our investing activities in the six months ended June 30, 2025, generated $37.1 million of cash, primarily consisting of $48.8 million from sales and maturities of marketable securities, net of purchases, offset by $11.7 million for purchases of property and equipment—primarily production-related machinery and equipment.

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Our investing activities in the six months ended June 30, 2024 resulted in $0.9 million net use of cash, primarily consisting of $8.5 million used for purchases of property and equipment (primarily production-related machinery and equipment), partially offset by $7.6 million from sales and maturities of marketable securities, net of purchases.

Cash from Financing Activities

Our financing activities in the six months ended June 30, 2025 resulted in a $76.6 million net use of cash, consisting of $55.7 million for the repurchase of our common stock and $23.8 million for the payment of dividends to stockholders, partially offset by proceeds of $2.8 million from the issuance of shares through our employee stock purchase plan.

Our financing activities in the six months ended June 30, 2024 resulted in a $46.0 million net use of cash, consisting of $26.0 million for the repurchase of our common stock and $22.7 million for the payment of dividends to stockholders, partially offset by proceeds of $2.7 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. Dividend payouts of $12.0 million and $11.8 million occurred on March 31, 2025 and June 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 June 30, 2025, we purchased approximately 0.7 million of our shares for $32.6 million. In the six months ended June 30, 2025, we repurchased approximately 1.1 million of our shares for $55.7 million. As of June 30, 2025, $42.4 million remained on our repurchase authorization. The program has no expiration date. 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 June 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.

Other Information

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 June 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

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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.

Recent Accounting Pronouncements

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 six 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 June 30, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

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.

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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.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

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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. In the three months ended June 30, 2025, we repurchased approximately 0.7 million of our shares for $32.6 million. As of June 30, 2025, $42.4 million remained on 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 second quarter of fiscal 2025:

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​		​	​	​	Approximate
​	​	​	​	​	​	​	​	​	Dollar Value that
​	​	​	​	​	​	​	Total Number of	​	May Yet be
​	​	​	​	​		​	Shares Purchased	​	Repurchased
​	​	Total	​	Average		​	as Part of	​	Under the
​	​	Number of	​	Price Paid		​	Publicly Announced	​	Plans or Program
Period		Shares Purchased		Per Share			Plans or Programs		(In millions)
April 1, 2025 to April 30, 2025	​	560,409	​	$	44.61	​	560,409	​	$	50.0
May 1, 2025 to May 31, 2025	​	77,268	​	$	51.13	​	77,268	​	$	46.0
June 1, 2025 to June 30, 2025	​	68,100	​	$	53.00	​	68,100	​	$	42.4
Total	​	705,777	​	​	​	​	705,777	​	​	​

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ITEM 5. OTHER INFORMATION

Departure of Certain Officers

On August 3, 2025, Radu Barsan, the Company’s Vice President, Technology, informed the Company of his intention to retire from employment with the Company on or about September 24, 2025.

Rule 10b5-1 Trading Plans

During the three months ended June 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.

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ITEM 6. EXHIBITS

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​	​	​	​	Incorporation by Reference
EXHIBIT NUMBER		Exhibit Description	​	Form		File Number	​	Exhibit/Other Reference	​	Filing Date	​	Filed Herewith
​	​	​	​	​	​	​	​	​	​	​	​	​
3.1	​	Amended and Restated Certificate of Incorporation	​	​	​	​	​	​	​	​	​	X
3.2	​	Amended and Restated Bylaws	​	​	​	​	​	​	​	​	​	X
10.1*	​	Power Integrations, Inc. Amended and Restated 2016 Incentive Award Plan	​	​	​	​	​	​	​	​	​	X
10.2*	​	Cash Compensation of Outside Directors	​	​	​	​	​	​	​	​	​	X
10.3*	​	Directors Equity Compensation Program	​	​	​	​	​	​	​	​	​	X
10.4†	​	Amendment Number Fifteen to the Amended and Restated Wafer Supply Agreement between Power Integrations Ltd. d.b.a. Power Integrations International, Ltd. And Lapis Semiconductor Co., Ltd. (formerly OKI Semiconductor Co., Ltd.), effective as of June 23, 2025	​	​	​	​	​	​	​	​	​	X
10.5*	​	Employment Agreement, dated as of July 11, 2025, between Power Integrations, Inc. and Jennifer A. Lloyd, PhD	​	​	​	​	​	​	​	​	​	X
10.6*	​	Chief Executive Officer Benefits Agreement, dated as of July 21, 2025, between Power Integrations, Inc. and Jennifer A. Lloyd, PhD	​	​	​	​	​	​	​	​	​	X
10.7*	​	Transition Agreement, dated as of July 11, 2025, between Power Integrations, Inc. and Balu Balakrishnan	​	​	​	​	​	​	​	​	​	X
10.8*	​	Consulting Agreement, dated as of July 11, 2025, between Power Integrations, Inc. and Balu Balakrishnan	​	​	​	​	​	​	​	​	​	X
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	​	​	​	​	​	​	​	​	​	X
32.1**	​	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	​	​	​	​	​	​	​	​	​	X
32.2**	​	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	​	​	​	​	​	​	​	​	​	X
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.	​	​	​	​	​	​	​	​	​	X

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​	​	​	​	Incorporation by Reference
EXHIBIT NUMBER		Exhibit Description	​	Form		File Number	​	Exhibit/Other Reference	​	Filing Date	​	Filed Herewith
​	​	​	​	​	​	​	​	​	​	​	​	​
101.SCH	​	Inline XBRL Taxonomy Extension Schema Document	​	​	​	​	​	​	​	​	​	X
101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document	​	​	​	​	​	​	​	​	​	X
101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document	​	​	​	​	​	​	​	​	​	X
101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document	​	​	​	​	​	​	​	​	​	X
101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document	​	​	​	​	​	​	​	​	​	X
104	​	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)	​	​	​	​	​	​	​	​	​	​

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All references in the table above to previously filed documents or descriptions are incorporating those documents and descriptions by reference thereto.

† Portions of this exhibit have been omitted as being immaterial and is the type of information that Power Integrations, Inc. treats as private or confidential.

* 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.

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SIGNATURES

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.

​	​	POWER INTEGRATIONS, INC.
​	​	​	​
Dated:	August 6, 2025	By:	/s/ SANDEEP NAYYAR
​	​	​	Sandeep Nayyar
​	​	​	Chief Financial Officer
​	​	​	(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

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