Pixelworks (NASDAQ: PXLW) adjusts executive bonuses after Shanghai sale

Rhea-AI Filing Summary

Pixelworks, Inc. reported that its Board Compensation Committee approved the payment of transaction bonuses to CEO Todd DeBonis and CFO Haley Aman under previously disclosed bonus agreements. The committee waived a condition that required a qualifying transaction to close by December 31, 2025, because the sale of the Company’s subsidiary, Pixelworks Semiconductor Technology (Shanghai) Co., Ltd., closed slightly later on January 6, 2026 and the delay was deemed immaterial.

The committee also adjusted timing for part of these bonuses. A portion tied to $1.2 million of the sale purchase price, which is being held in escrow pending resolution of certain tax matters in China, will be paid only after those escrowed funds are released to Pixelworks.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 14, 2026

PIXELWORKS, INC.

(Exact name of registrant as specified in its charter)

Oregon

000-30269

91-1761992

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

16760 SW Upper Boones Ferry Rd., Suite 101

Portland, OR 97224

(503) 601-4545

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			PXLW			The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Compensation

On January 14, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Pixelworks, Inc. (the "Company") approved the payment of bonuses under (i) the previously disclosed Transaction Bonus Agreement dated as of August 12, 2025 by and between the Company and Todd DeBonis (the “DeBonis Agreement”), and (ii) the previously disclosed Transaction Bonus Agreement dated as of October 10, 2025 by and between the Company and Haley Aman (the “Aman Agreement” and, together with the DeBonis Agreement, the “Bonus Agreements”). Included in this approval was a waiver of a condition under each Bonus Agreement that the closing of a “qualifying transaction” (as defined in each Bonus Agreement) occur by December 31, 2025. Although the sale of the Company's subsidiary, Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. (the “Sale”), officially closed on January 6, 2026, the Committee determined that such delay was immaterial and therefore approved the waiver of the condition.

In addition, in recognition of $1.2 million of the purchase price for the Sale being held in escrow pending resolution of certain tax matters in China, the Committee further approved the payment of the portion of transaction bonuses under the Bonus Agreements pertaining to such amount to occur following the payment of such funds to the Company.

The foregoing description of certain provisions of Bonus Agreements are not complete and are subject to and qualified in their entirety by reference to the DeBonis Agreement filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2025 and the Aman Agreement filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2025.

SIGNATURE

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 hereunto duly authorized.

						PIXELWORKS, INC.
						(Registrant)
Dated:			January 16, 2026			/s/ Haley F. Aman
						Haley F. Aman Chief Financial Officer

FAQ

What executive compensation decision did Pixelworks (PXLW) disclose?

Pixelworks disclosed that its Compensation Committee approved the payment of transaction bonuses to CEO Todd DeBonis and CFO Haley Aman under previously disclosed Transaction Bonus Agreements.

Why did Pixelworks waive the year-end 2025 condition in the bonus agreements?

The bonus agreements required a qualifying transaction to close by December 31, 2025. The sale of Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. closed on January 6, 2026, and the committee determined this short delay was immaterial, so it waived the deadline condition.

How is the $1.2 million escrow from the Pixelworks Shanghai sale treated for bonuses?

Pixelworks stated that $1.2 million of the sale purchase price is held in escrow due to certain tax matters in China, and the portion of the executives’ transaction bonuses tied to that amount will be paid only after those funds are released to the Company.

Which executives at Pixelworks (PXLW) are covered by these transaction bonus agreements?

The transaction bonus agreements apply to Todd DeBonis and Haley Aman. Their individual agreements were previously filed with the SEC and are referenced in this disclosure.

What transaction is referenced in Pixelworks’ executive bonus approval?

The transaction is the sale of Pixelworks’ subsidiary, Pixelworks Semiconductor Technology (Shanghai) Co., Ltd., which officially closed on January 6, 2026.

Does the Pixelworks filing change when all transaction bonuses will be paid?

Yes. While bonuses under the agreements were approved, the portion tied to the $1.2 million held in escrow will only be paid after those escrowed funds are paid to Pixelworks.