MACOM Technology Solutions Holdings, Inc 10-Q for FY2026 Q2
MACOM Technology Solutions Holdings, Inc. (MTSI)
10-Q
2026-05-07
For: 2026-04-03
View Original
Added on
May 07, 2026
About this 10-Q
MACOM Technology Solutions Holdings, Inc filed this 10-Q on May 7, 2026, covering the quarter ended April 3, 2026 (FY2026 Q2).
Headline figures
Quarter ended April 3, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $288.96M
- up 22.5% from $235.89M a year earlier
- Net income
- $46.33M
- up 46.3% from net income of $31.67M a year earlier
- Diluted EPS
- $0.60
- up 42.9% from $0.42 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended April 3, 2026
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: 001-35451
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
(978 ) 656-2500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
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.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 4, 2026, there were 76,295,774 shares of the registrant’s common stock outstanding.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
FORM 10-Q
TABLE OF CONTENTS
| Page No. | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
PART I—FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS | ||||
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
| April 3, 2026 | October 3, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Current portion of finance lease obligations | |||||||||||
| Total current liabilities | |||||||||||
| Finance lease obligations, less current portion | |||||||||||
| Financing obligation | |||||||||||
| Long-term debt | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (see Note 13) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | |||||||||||
| Treasury stock, at cost | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
1
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ||||||||||||||||||||||
| Total other income (expense) | ( | ||||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income (loss) per share: | |||||||||||||||||||||||
| Income (loss) per share - Basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Income (loss) per share - Diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See notes to condensed consolidated financial statements.
2
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Unrealized (loss) gain on short-term investments, net of tax | ( | ( | ( | ||||||||||||||||||||
| Foreign currency translation (loss) gain, net of tax | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive (loss) gain, net of tax | ( | ( | ( | ||||||||||||||||||||
| Total comprehensive income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
See notes to condensed consolidated financial statements.
3
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands)
| Three Months Ended April 3, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Income | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 2, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock and units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes on employee equity awards | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of convertible notes | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance as of April 3, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Six Months Ended April 3, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Income | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of October 3, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock and units | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes on employee equity awards | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of convertible notes | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance as of April 3, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
4
| Three Months Ended April 4, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive (Loss) Income | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 3, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock and units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes on employee equity awards | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance as of April 4, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Six Months Ended April 4, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Income | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 27, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock and units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes on employee equity awards | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for convertible note exchange | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance as of April 4, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
5
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| Six Months Ended | |||||||||||
| April 3, 2026 | April 4, 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and intangibles amortization | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Loss on extinguishment of debt | |||||||||||
| Amortization on marketable securities, net | ( | ( | |||||||||
| Other adjustments, net | ( | ||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accrued and other liabilities | ( | ||||||||||
| Income taxes | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchases of software licenses and licensed technology | ( | ( | |||||||||
| Proceeds from sales and maturities of short-term investments | |||||||||||
| Purchases of short-term investments | ( | ( | |||||||||
| Acquisition of business, net of cash acquired | ( | ||||||||||
| Other investing | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from convertible notes | |||||||||||
| Repayment of convertible notes | ( | ||||||||||
| Payments for fee on convertible note exchange and debt issuance costs | ( | ||||||||||
| Payments on finance leases and other financing activities | ( | ( | |||||||||
| Proceeds from employee stock purchases | |||||||||||
| Common stock withheld for taxes on employee equity awards | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Foreign currency effect on cash | ( | ( | |||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ( | |||||||||
| CASH AND CASH EQUIVALENTS — Beginning of period | |||||||||||
| CASH AND CASH EQUIVALENTS — End of period | $ | $ | |||||||||
See notes to condensed consolidated financial statements. For supplemental disclosure of cash flow information, see Note 16.
6
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Information—The accompanying unaudited, condensed consolidated financial statements have been prepared according to the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”) and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the condensed consolidated balance sheets, condensed consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of MACOM Technology Solutions Holdings, Inc. (“MACOM,” the “Company,” “us,” “we” or “our”) for the periods presented. We prepare our interim financial information using the same accounting principles we use for our annual audited consolidated financial statements. Certain information and note disclosures normally included in the annual audited consolidated financial statements have been condensed or omitted in accordance with prescribed SEC rules. We believe that the disclosures made in our condensed consolidated financial statements and the accompanying notes are adequate to make the information presented not misleading.
The condensed consolidated balance sheet as of October 3, 2025 is as reported in our audited consolidated financial statements as of that date. Our accounting policies are described in the notes to our October 3, 2025 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended October 3, 2025 filed with the SEC on November 14, 2025 (the “2025 Annual Report on Form 10-K”). We recommend that the financial statements included in this Quarterly Report on Form 10-Q be read in conjunction with the consolidated financial statements and notes included in our 2025 Annual Report on Form 10-K.
Principles of Consolidation and Basis of Presentation—The accompanying condensed consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the condensed consolidated financial statements, certain prior year amounts within the condensed consolidated statement of cash flows have been reclassified to conform to the current year presentation.
Use of Estimates—The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, we base estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; revenue reserves; business combinations; goodwill and intangible asset valuation; share-based compensation valuations and income taxes.
Recent Accounting Pronouncements—Our Recent Accounting Pronouncements are described in our 2025 Annual Report on Form 10-K.
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. We adopted this ASU for the fiscal year ended October 3, 2025. This ASU was applied on a retrospective basis to all periods presented. See Note 17 - Segment Reporting and Geographic Information for additional information on our interim disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. We elected to early adopt ASU 2024-04 in the first fiscal quarter of 2025 and applied the amendment when assessing the accounting treatment for our debt extinguishment (discussed in Note 10 - Debt).
7
In September 2025, the FASB issued ASU 2025-06, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. We elected to early adopt ASU 2025-06 in the second fiscal quarter of 2026 and the adoption of this update did not have a material impact on our condensed consolidated financial statements and related disclosures.
Pronouncements for Adoption in Subsequent Periods
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures. The amendments in this update improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. Other amendments in this update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. This ASU should be applied on a prospective basis, with retrospective application permitted. The guidance in this update is effective for annual reporting periods beginning after December 15, 2024. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures, as amended by ASU 2025-01, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures: Clarifying the Effective Date, which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU should be applied on a prospective basis, with retrospective application permitted. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU amends guidance for measuring credit losses on current accounts receivable and contract assets that arise from transactions accounted for under ASC 606 by providing all entities with the ability to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU should be applied on a prospective basis. The guidance in this update is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.
2. REVENUE
Disaggregation of Revenue
We disaggregate revenue from contracts with customers by markets and geography, as we believe it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
8
The following tables present our revenue disaggregated by markets and geography (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Revenue by Market: | |||||||||||||||||||||||
Industrial & Defense | $ | $ | $ | $ | |||||||||||||||||||
Data Center | |||||||||||||||||||||||
| Telecom | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
Revenue by Geographic Region(1): | |||||||||||||||||||||||
United States | $ | $ | $ | $ | |||||||||||||||||||
China | |||||||||||||||||||||||
| Asia Pacific, excluding China | |||||||||||||||||||||||
Other Countries (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)Revenue by geographic region is aggregated by customer billing address.
(2)No country or region represented greater than 10% of our total revenue as of the dates presented, other than the United States, China and Asia Pacific region as presented above.
Contract Balances
We record contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Our contract liabilities primarily relate to deferred revenue, including advanced consideration received from customers for contracts prior to the transfer of control to the customer, and, therefore, revenue is subsequently recognized upon delivery of products and services.
The following table presents the changes in contract liabilities during the six months ended April 3, 2026 (in thousands, except percentage):
| April 3, 2026 | October 3, 2025 | $ Change | % Change | ||||||||||||||||||||
| Contract liabilities | $ | $ | $ | ( | ( | % | |||||||||||||||||
9
3. ACQUISITIONS
ENGIN-IC, Inc.—On November 5, 2024, we completed the acquisition of ENGIN-IC, Inc. (“ENGIN-IC”), a fabless semiconductor company that designs advanced gallium arsenide (“GaAs”) and gallium nitride (“GaN”) monolithic microwave integrated circuits (“MMICs”) and integrated microwave assemblies located in Plano, Texas and San Diego, California (the “ENGIN-IC Acquisition”). We acquired ENGIN-IC to further expand and strengthen our MMIC and module design capabilities. In connection with the ENGIN-IC Acquisition, we acquired all of the outstanding shares of ENGIN-IC for a total purchase price of approximately $14.4 million with cash consideration of $12.7 million, net of cash acquired of $0.2 million, and deferred consideration payable of $1.5 million related to customary agreement provisions not associated with future performance of the acquired business. We paid $0.7 million of the deferred consideration during the six months ended April 3, 2026 and the remainder is expected to be paid during our third fiscal quarter of 2026. The ENGIN-IC Acquisition was accounted for as a business combination and the operations of ENGIN-IC have been included in our consolidated financial statements since the date of acquisition. We finalized the ENGIN-IC Acquisition purchase accounting during the fiscal quarter ended January 2, 2026 and adjustments were immaterial. We recorded the final allocation of the purchase price for ENGIN-IC, which primarily resulted in intangible assets, including acquired technology and customer relationships, of $9.7 million and goodwill of $5.1 million.
4. INVESTMENTS
All investments are short-term in nature and are invested in corporate bonds, commercial paper, U.S. Treasuries and agency bonds, and are classified as available-for-sale. The Company classifies investments with maturity dates greater than twelve months as short-term investments rather than long-term investments based on the nature of the securities and the availability for use in current operations. The Company believes this method is preferable because it is more reflective of the Company’s assessment of its overall liquidity position. These investments are owned directly by the Company and are segregated in brokerage custody accounts. The amortized cost, gross unrealized holding gains or losses and fair value of our available-for-sale investments by major investment type are summarized in the tables below (in thousands):
| April 3, 2026 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Aggregate Fair Value | ||||||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | $ | ||||||||||||||||||
| U.S. Treasuries and agency bonds | ( | ||||||||||||||||||||||
| Total short-term investments | $ | $ | $ | ( | $ | ||||||||||||||||||
| October 3, 2025 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Aggregate Fair Value | ||||||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | $ | ||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| U.S. Treasuries and agency bonds | ( | ||||||||||||||||||||||
| Total short-term investments | $ | $ | $ | ( | $ | ||||||||||||||||||
The contractual maturities of available-for-sale investments were as follows (in thousands):
| April 3, 2026 | October 3, 2025 | |||||||
| Less than one year | $ | $ | ||||||
| Over one year | ||||||||
| Total available-for-sale investments | $ | $ | ||||||
We have determined that the gross unrealized losses on available for sale securities as of April 3, 2026 and October 3, 2025 are temporary in nature and/or do not relate to credit loss, and therefore, there is no expense for credit losses recorded in our condensed consolidated statements of operations. Unrealized gains and losses on available-for-sale investments are reported as a separate component of stockholders’ equity within accumulated other comprehensive income.
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5. FAIR VALUE AND FINANCIAL INSTRUMENTS
We group our financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 - Quoted prices in active markets for identical assets or liabilities. | ||
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. | ||
Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by us. | ||
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
We measure certain assets and liabilities at fair value on a recurring basis such as our financial instruments. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the three and six months ended April 3, 2026.
Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands):
| April 3, 2026 | |||||||||||||||||||||||
| Fair Value | Active Markets for Identical Assets (Level 1) | Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasuries and agency bonds | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| October 3, 2025 | |||||||||||||||||||||||
| Fair Value | Active Markets for Identical Assets (Level 1) | Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasuries and agency bonds | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
Derivatives
We have foreign currency exposure arising from certain of our Euro and Yen denominated intercompany debt. We have entered into foreign currency exchange hedging contracts associated with this intercompany debt to partially mitigate the impact of currency rate changes. They are not designated as cash flow or fair value hedges under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. Changes in fair value are reported in current period earnings. These gains and losses are intended to offset the gains and losses recorded on the associated intercompany debt. We do not use derivative financial instruments for trading or speculation purposes.
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6. INVENTORIES
Inventories consist of the following (in thousands):
| April 3, 2026 | October 3, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventory, net | $ | $ | |||||||||
7. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):
| April 3, 2026 | October 3, 2025 | ||||||||||
| Buildings | $ | $ | |||||||||
| Computer equipment | |||||||||||
| Construction in process | |||||||||||
| Finance lease assets | |||||||||||
| Furniture and fixtures | |||||||||||
| Land | |||||||||||
| Leasehold improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Total property and equipment | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
In August 2022, the U.S. government enacted the CHIPS and Science Act of 2022 (“CHIPS Act”), which provides funding for manufacturing grants and research investments and established a 25% investment tax credit (“ITC”) for certain qualifying investments in U.S. semiconductor manufacturing equipment. On July 4, 2025, the U.S. Congress passed a federal statute controlling tax and spending policies (the “July 4, 2025 Bill”). As part of the July 4, 2025 Bill, this ITC was increased to 35% for assets placed into service after December 31, 2025. We account for the investment tax credit as a reduction to the carrying value of the qualifying asset and record a corresponding receivable for expected tax credits in connection with the CHIPS Act. As of April 3, 2026 and October 3, 2025, there was an $8.0 million and $5.6 million reduction, respectively, to the gross carrying amounts of the qualifying assets in the condensed consolidated balance sheet.
8. INTANGIBLE ASSETS
Amortization expense related to intangible assets is as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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A summary of the activity in gross intangible assets as of April 3, 2026 and October 3, 2025 is as follows (in thousands):
| April 3, 2026 | ||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| Acquired technology | $ | $ | ( | $ | ||||||||||||||||
| Customer relationships | ( | |||||||||||||||||||
| Software licenses and licensed technology | ( | |||||||||||||||||||
Trade name (1) | ( | |||||||||||||||||||
Balance as of April 3, 2026 (2) | $ | $ | ( | $ | ||||||||||||||||
| October 3, 2025 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Acquired technology | $ | $ | ( | $ | |||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Software licenses | ( | ||||||||||||||||
Trade name (1) | ( | ||||||||||||||||
Balance as of October 3, 2025 (2) | $ | $ | ( | $ | |||||||||||||
(1) Includes an indefinite-lived trade name of $3.4
As of April 3, 2026, our estimated amortization of our intangible assets in future fiscal years is as follows (in thousands):
| 2026 Remaining | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||
| Amortization expense | $ | $ | |||||||||||||||||||||
A summary of the changes in goodwill as of April 3, 2026 is as follows (in thousands):
| Goodwill | ||||||||
Balance as of October 3, 2025 | $ | |||||||
Acquired (1) | ( | |||||||
| Foreign currency translation adjustment | ( | |||||||
Balance as of April 3, 2026 | $ | |||||||
(1) The acquired balance consists of an immaterial change related to the ENGIN-IC Acquisition. For additional information refer to Note 3 - Acquisitions.
9. ACCRUED LIABILITIES
Accrued liabilities consist of the following (in thousands):
| April 3, 2026 | October 3, 2025 | ||||||||||
| Compensation and benefits | $ | $ | |||||||||
| Current portion of operating leases | |||||||||||
| Contract liabilities | |||||||||||
| Software licenses and licensed technology | |||||||||||
| Other | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
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10. DEBT
The following represents the outstanding balances and effective interest rates of our borrowings as of April 3, 2026 and October 3, 2025, (in thousands, except percentages):
| April 3, 2026 | October 3, 2025 | ||||||||||||||||
| Principal Balance | Effective Interest Rate | Principal Balance | Effective Interest Rate | ||||||||||||||
| $ | $ | % | |||||||||||||||
| 0.00% convertible notes due December 2029 | % | % | |||||||||||||||
| Total principal amount outstanding | |||||||||||||||||
| Less: Short-term debt | |||||||||||||||||
| Unamortized discount on deferred financing costs | ( | ( | |||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||
2026 Convertible Notes
On March 25, 2021, we issued 0.25 % convertible senior notes due in fiscal year 2026, pursuant to an indenture dated as of such date (the “2021 Indenture”), between the Company and U.S. Bank National Association, as trustee, with an aggregate principal amount of $400.0 million (the “Initial Notes”), and on April 6, 2021, we issued an additional $50.0 million aggregate principal amount (the “Additional Notes”) (together, the “2026 Convertible Notes”). The Additional Notes were issued and sold to the initial purchaser of the Initial Notes, pursuant to the option to purchase the Additional Notes granted by the Company to the initial purchaser and have the same terms as the Initial Notes.
On December 12, 2024, we entered into separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of the 2026 Convertible Notes. Under the terms of the Exchange and Subscription Agreements, the holders exchanged $288.8 million in aggregate principal amount of 2026 Convertible Notes held by them for $257.7 million of our 2029 Convertible Notes (defined below), 1,582,958 newly-issued shares of the Company’s common stock, par value $0.001 per share, issued at a fair value of $205.9 million, and $17.6 million in cash. These exchanges resulted in aggregate pre-tax debt extinguishment charges of $193.1 million. The Company also issued approximately $86.6 million in additional aggregate principal amount of the 2029 Convertible Notes in a private placement to certain investors (the “Subscription” and, together with the Exchange, the “Transactions”). The Transactions closed on December 19, 2024. Following the closing of the Transactions, the aggregate principal balance of the 2026 Convertible Notes was $161.2 million and the terms of the 2021 Indenture were unchanged.
In September 2025, certain holders exercised their right to convert $0.5 million of the notes. The transaction settled during the first fiscal quarter of 2026 and we paid $0.5 million principal in cash and issued 2,610 shares of our common stock for the conversion premium, par value $0.001 per share, issued at a fair value of $0.5 million. On March 16, 2026, pursuant to the terms of the 2021 Indenture, we settled the remaining 2026 Convertible Notes and paid the total outstanding principal balance of $160.7 million in cash and issued 1,259,111 shares of our common stock for the conversion premium, par value $0.001 per share, issued at a fair value of $283.2 million. There was no gain or loss recognized for these transactions in our condensed consolidated statement of operations and there was an immaterial amount recognized in additional paid-in capital in our condensed consolidated balance sheets for these transactions.
For the three and six months ended April 3, 2026, total interest expense for the 2026 Convertible Notes was $0.2 million and $0.4 million, respectively, of which $0.1 million and $0.2 million, respectively, was for coupon interest. For the three and six months ended April 4, 2025, total interest expense for the 2026 Convertible Notes was $0.5 million and $1.1 million, respectively, of which $0.1 million and $0.4 million, respectively, was for coupon interest.
The fair value of our 2026 Convertible Notes was $251.6 million as of October 3, 2025 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
2029 Convertible Notes
On December 19, 2024, we issued 0.00 % convertible senior notes due in fiscal year 2030, pursuant to an indenture dated as of such date (the “2024 Indenture”), between the Company and U.S. Bank National Association, as trustee with an aggregate principal amount of $344.3 million (the “2029 Convertible Notes”).
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Holders of the 2029 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2029 in multiples of $1,000 principal amount, only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on April 4, 2025 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the notes on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the “trading price” (as defined in the 2024 Indenture) per $1,000 principal amount of the notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate for the notes on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events described in the 2024 Indenture. On or after September 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, the holders may convert their notes, in multiples of $1,000 principal amount, regardless of the foregoing circumstances.
The initial conversion rate for the 2029 Convertible Notes is 5.7463 shares of common stock (subject to adjustment as provided for in the 2024 Indenture) per $1,000 principal amount of the notes, which is equal to an initial conversion price of approximately $174.03 per share of common stock.
The 2029 Convertible Notes do not bear regular interest, and the principal amount of the notes does not accrete. The notes are senior unsecured obligations of the Company and will mature on December 15, 2029, unless earlier redeemed, repurchased or converted. Upon conversion of the 2029 Convertible Notes, we are required to pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted (subject to, and in accordance with, the settlement provisions of the 2024 Indenture). We must notify the holders of the 2029 Convertible Notes of our settlement method for our conversion obligation in excess of the aggregate principal amount no later than September 15, 2029, for conversions occurring on or after that date. We may redeem for cash all or any portion of the notes, at our option, on or after December 20, 2027 and prior to September 15, 2029 if the last reported sale price per share of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but not including, the redemption date.
The 2024 Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the making of investments, the incurrence of indebtedness or the purchase or prepayment of securities by us or any of our subsidiaries.
For the three and six months ended April 3, 2026, total interest expense for the 2029 Convertible Notes was $0.3 million and $0.6 million, respectively, which represents amortization of issuance costs. For the three and six months ended April 4, 2025, total interest expense for the 2029 Convertible Notes was $0.3 million and $0.3 million, respectively, which represents amortization of issuance costs.
The fair value of our 2029 Convertible Notes was $514.7 million and $353.3 million as of April 3, 2026 and October 3, 2025, respectively. The fair value was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
The full principal amount of the 2029 Convertible Notes of $344.3 million is due on December 15, 2029.
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11. F INANCING OBLIGATIONS
We are party to a power purchase agreement for the use of electric power and thermal energy producing systems at our fabrication facility in Lowell, Massachusetts. We do not own these systems; however, we control the use of the assets during operation. As of April 3, 2026 and October 3, 2025, the net book value of the systems in Property and equipment, net was $7.2 million and $7.5 million, respectively, and the corresponding liability was $8.8 million and $9.0 million, respectively, primarily classified in Financing obligation on our condensed consolidated balance sheet.
Sale-Leaseback
Our lease for the wafer fabrication facility in Research Triangle Park (“RTP”), North Carolina (the “RTP Fab”) is considered a failed sale-leaseback for accounting purposes. Accordingly, we recognize this transaction as a financing arrangement. As of April 3, 2026 and October 3, 2025, the net book value of the land and building in Property and equipment, net was $28.3 million and $28.6 million, respectively, and the corresponding liability was $28.4 million and $28.5 million, respectively, primarily classified in Financing obligation on our condensed consolidated balance sheet.
12. EARNINGS PER SHARE
The following table sets forth the computation for basic and diluted net income (loss) per share of common stock (in thousands, except per share data):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | $ | $ | ( | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares outstanding-basic | |||||||||||||||||||||||
| Dilutive effect of stock options, restricted stock and restricted stock units | |||||||||||||||||||||||
| Dilutive effect of convertible notes | |||||||||||||||||||||||
| Weighted average common shares outstanding-diluted | |||||||||||||||||||||||
| Net income (loss) to common stockholders per share-basic: | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income (loss) to common stockholders per share-diluted: | $ | $ | $ | $ | ( | ||||||||||||||||||
| The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net income (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: | |||||||||||||||||||||||
| Anti-dilutive shares excluded related to: | |||||||||||||||||||||||
| Outstanding stock options, restricted stock and restricted stock units | |||||||||||||||||||||||
| Convertible notes | |||||||||||||||||||||||
13. COMMITMENTS AND CONTINGENCIES
From time to time, we may be subject to commercial disputes, employment issues, claims by other companies in the industry that we have infringed their intellectual property rights and other similar claims and litigation. Any such claims may lead to future litigation and material damages and defense costs. We were not involved in any material pending legal proceedings during the three and six months ended April 3, 2026.
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14. STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION
We have authorized 10 million shares of $0.001 par value preferred stock and 300 million shares of $0.001 par value common stock as of April 3, 2026.
Stock Plans
As of April 3, 2026, we had approximately 2.5 million shares available for issuance under our 2021 Omnibus Incentive Plan (the “2021 Plan”) and approximately 1.0 million shares available for issuance under our 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). Under the 2021 Plan, we have the ability to issue incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), unrestricted stock awards, stock units (including restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”)), performance awards, cash awards, and other share-based awards to employees, directors, consultants and advisors. The ISOs and NSOs must be granted at an exercise price, and the SARs must be granted at a base value, per share of not less than 100% of the closing price of a share of our common stock on the date of grant (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported) (110% in the case of certain ISOs). Certain of the share-based awards granted and outstanding as of April 3, 2026 are subject to accelerated vesting upon a change in control of the Company.
Incentive Stock Units
Aside from the equity plans described above, we also grant incentive stock units (“ISUs”) to certain of our international employees which typically vest over three years and for which the fair value is determined by our underlying stock price, which are classified as liabilities and settled in cash upon vesting.
As of April 3, 2026 and October 3, 2025, the fair value of outstanding ISUs was $7.7 million and $5.1 million, respectively, and the associated accrued compensation liability was $4.1 million and $3.7 million, respectively. During the three and six months ended April 3, 2026, we recorded an expense for ISU awards of $1.7 million and $3.2 million, respectively. During the three and six months ended April 4, 2025, we recorded a benefit for ISU awards of $0.3 million and an expense of $1.2 million, respectively. These expenses are not included in the share-based compensation expense totals below.
Share-Based Compensation
The following table shows a summary of share-based compensation expense included in the condensed consolidated statements of operations (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
As of April 3, 2026, the total unrecognized compensation costs related to RSUs and PRSUs was $137.0 million, which we expect to recognize over a weighted-average period of 2.0 years. As of April 3, 2026, total unrecognized compensation cost related to our Employee Stock Purchase Plan was $0.5 million.
Restricted Stock Units and Performance-Based Restricted Stock Units
A summary of RSU and PRSU activity for the six months ended April 3, 2026 is as follows:
| Number of shares (in thousands) | Weighted- Average Grant Date Fair Value | ||||||||||
| Balance as of October 3, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
Performance-based adjustment (1) | $ | ||||||||||
| Vested and released | ( | $ | |||||||||
| Forfeited, canceled or expired | ( | $ | |||||||||
| Balance as of April 3, 2026 | $ | ||||||||||
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(1) The amount shown represents performance adjustments for performance-based awards. These were granted in prior fiscal years and vested during the six months ended April 3, 2026 based on the Company’s achievement of adjusted earnings per share and total shareholder return performance conditions.
Stock awards that vested during the six months ended April 3, 2026 and April 4, 2025 had combined fair values of $134.1 million and $112.9 million, respectively, as of the vesting date. RSUs granted generally vest over a period of three years .
Market-based PRSUs
We granted 107,977 market-based PRSUs during the six months ended April 3, 2026, at a weighted average grant date fair value of $215.59 per share. Recipients may earn between 0 % and 200 % of the target number of shares based on the Company’s achievement of total stockholder return in comparison to a peer group of companies in the PHLX Semiconductor Sector Index (^SOX) over a period of approximately three years . The fair value of the awards was estimated using a Monte Carlo simulation and compensation expense is recognized ratably over the service period based on the grant date fair value of the awards subject to the market condition. The expected volatility of the Company’s common stock was estimated based on the historical average volatility rate over the three-year period. The dividend yield assumption was based on historical and anticipated dividend payouts. The risk-free rate assumption was based on observed interest rates consistent with the three-year measurement period.
The weighted-average assumptions used to value the market-based PRSU awards are as follows:
| Six Months Ended | |||||
| April 3, 2026 | |||||
| Weighted-average grant date stock price | $ | ||||
| Weighted-average stock price at the start of the performance period | $ | ||||
| Weighted-average risk free interest rate | |||||
| Weighted-average years to maturity | |||||
| Weighted-average expected volatility rate | |||||
| Weighted-average expected dividend yield | |||||
15. INCOME TAXES
We are subject to income tax in the U.S. as well as other tax jurisdictions in which we conduct business. Earnings from non-U.S. activities are subject to local country income tax and may also be subject to U.S. income tax. For interim periods, we record a tax provision or benefit based upon the estimated effective tax rate expected for the full fiscal year, adjusted for material discrete taxation matters arising during the interim periods. Our quarterly tax provision or benefit, and our quarterly estimate of the annual effective tax rate, are subject to significant variation due to several factors. These factors include items such as variability in accurately predicting pre-tax income/loss, the mix of income in jurisdictions in which we operate, intercompany transactions, changes in how we do business, tax law developments, including, but not limited to, impacts associated with the July 4, 2025 Bill, the realizability of our deferred tax assets, any related valuation allowance and relative changes in permanent tax benefits or expenses.
The provision for income taxes and effective income tax rate are as follows (in thousands, except percentages):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | |||||||||||||||||||
| Effective income tax rate | % | % | % | ( | % | ||||||||||||||||||
The difference between the U.S. federal statutory income tax rate of 21 % and our effective income tax rate for the six months ended April 3, 2026 was primarily driven by favorable discrete items related to share-based compensation and our research and development (“R&D”) tax credits. The difference between the U.S. federal statutory income tax rate of 21% and our effective income tax rate for the six months ended April 4, 2025 was primarily driven by the non-deductibility of our loss on extinguishment of debt, favorable discrete items related to stock-based compensation and our R&D tax credits.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making this determination, we consider available positive and negative evidence. We look at factors that may impact the valuation of our deferred tax assets including results of recent operations, future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies.
The July 4, 2025 Bill permits deduction of applicable domestic research and development costs in the year they are incurred and no longer requires the deferral and amortization of these costs over five years, among other changes. This change
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is effective beginning in our fiscal year ending October 2, 2026. The July 4, 2025 Bill permits the acceleration of our unamortized balance of domestic research and development expenses which were previously deferred.
There were no
16. SUPPLEMENTAL CASH FLOW INFORMATION
The following is a summary of supplemental cash flow information for the periods presented (in thousands):
| Six Months Ended | |||||||||||
| April 3, 2026 | April 4, 2025 | ||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Non-cash activities: | |||||||||||
| Issuance of common stock for convertible note exchange | $ | $ | |||||||||
| Issuance of common stock for settlement of convertible notes | $ | $ | |||||||||
| Operating lease right-of-use assets obtained in exchange for new lease liabilities | $ | $ | |||||||||
| Finance lease assets obtained in exchange for new lease liabilities | $ | $ | |||||||||
| Additions to property and equipment, net included in liabilities | $ | $ | |||||||||
| Purchase of software licenses and licensed technology included in liabilities | $ | $ | |||||||||
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17. SEGMENT REPORTING, GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION
We have one
The CODM uses consolidated gross profit and net income (loss) to assess financial performance against prior periods and our competitors, to decide how to allocate resources and to evaluate income generated from segment assets in deciding whether to reinvest profits into our operations or into other parts of the entity, such as for acquisitions or other investments. The measure of segment assets is reported on the balance sheet as total assets. 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 following table presents a summary of consolidated net income (loss) inclusive of significant segment expenses and other expense information provided to the CODM (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of revenue (1) | |||||||||||||||||||||||
| Research and development (1) | |||||||||||||||||||||||
| Selling, general and administrative (1) | |||||||||||||||||||||||
| Share-based compensation including cash incentive stock units (2) | |||||||||||||||||||||||
| Amortization expense (3) | |||||||||||||||||||||||
| Acquisition- and integration-related costs | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest income, net of interest expense | |||||||||||||||||||||||
| Loss on extinguishment of debt | ( | ||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
(1) Excludes share-based compensation including cash incentive stock units, amortization expense and acquisition- and integration-related costs.
(2) Includes share-based compensation expense for awards that are equity and liability classified on our balance sheet and the related employer tax expense at vesting.
(3) Relates to acquired intangible assets and excludes amortization for purchased software licenses and licensed technology.
This expense information is based on management’s internal view of expense classification when reviewing aspects of financial and operating performance of the business, and may not be representative of expense classification that is comparable to other peer companies’ internal management views. As a result, this expense information should not be considered in isolation or as substitute for analysis of the Company’s results in conjunction with the accompanying condensed consolidated financial statements and notes thereto.
Geographic and Significant Customer Information
For information about our revenue in different geographic regions, based upon customer locations, see Note 2 - Revenue.
Information about net property and equipment in different geographic regions is presented below (in thousands):
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| April 3, 2026 | October 3, 2025 | |||||||||||||
| United States | $ | $ | ||||||||||||
| France | ||||||||||||||
Other Countries (1) | ||||||||||||||
| Total | $ | $ | ||||||||||||
(1)Other than the United States and France, no country or region represented greater than 10% of the total net property and equipment as of the dates presented.
The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| Revenue | April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | |||||||||||||||||||
| Customer A | % | % | % | % | |||||||||||||||||||
| Customer C | % | % | % | % | |||||||||||||||||||
| Accounts Receivable | April 3, 2026 | October 3, 2025 | |||||||||
| Customer A | % | % | |||||||||
| Customer B | % | ||||||||||
| Customer C | % | % | |||||||||
Customer Concentration
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18. RELATED-PARTY TRANSACTIONS
During the six months ended April 3, 2026, we sold $0.8 million of commercial product to Empower RF Systems, Inc., a MACOM customer, and an affiliate of one of our directors.
19. SUBSEQUENT EVENTS
On April 27, 2026, MACOM Technology Solutions Inc. (“MACOM US”) entered into a share subscription agreement with IQE plc (“Investee”) pursuant to which MACOM US will purchase newly-issued ordinary shares of Investee for £30 million (representing less than 12% of Investee’s issued and outstanding ordinary shares). In addition, MACOM US will purchase £15 million aggregate principal amount of convertible loan notes to be issued by Investee. In connection with MACOM US’s investment in Investee, MACOM US will be entitled to representation on Investee’s board of directors and will enter into certain strategic long-term supply agreements with Investee. The investment will be funded by cash-on-hand, and the proposed transaction is expected to close in our fiscal third quarter of 2026, subject to regulatory approvals and the satisfaction of certain customary closing conditions.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended October 3, 2025 filed with the United States Securities and Exchange Commission (“SEC”) on November 14, 2025 (the “2025 Annual Report on Form 10-K”).
In this document, the words “Company,” “we,” “our,” “us,” and similar terms refer only to MACOM Technology Solutions Holdings, Inc. and its consolidated subsidiaries, and not any other person or entity.
“MACOM,” “MACOM Technology Solutions,” and related logos are trademarks of MACOM Technology Solutions Holdings, Inc. All other brands and names listed are trademarks of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this Quarterly Report on Form 10-Q contain “forward-looking statements” including statements regarding our business outlook, strategic plans and priorities, expectations, anticipated drivers of future revenue growth, industry trends, our plans for use of our cash and cash equivalents and short-term investments, interest rate and foreign currency risks, our ability to meet working capital requirements, estimates and objectives for future operations, our future results of operations and our financial position, including liquidity, and other matters that do not relate strictly to historical facts. Forward-looking statements generally may be identified by terms such as “anticipates,” “believes,” “could,” “continue,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions or variations or the negatives of those terms. Forward-looking statements are neither historical facts nor assurances about future performance. Instead, they are based only on our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, such statements involve inherent risks, changes and uncertainties that are difficult to predict and many of which are outside of our control. A number of important factors could cause actual results and outcomes to differ materially and adversely from those expressed or implied by our forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Item 1A - Risk Factors” in this Quarterly Report on Form 10-Q and our 2025 Annual Report on Form 10-K. We caution the reader to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to revise or update our forward-looking statements to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q.
Overview
We design, develop and manufacture differentiated semiconductor products and solutions for the Industrial and Defense (“I&D”), Data Center and Telecommunications (“Telecom”) industries for customers who demand high performance, quality and reliability. We are headquartered in Lowell, Massachusetts, with operational facilities throughout North America, Europe and Asia. We have more than 70 years of application expertise, combined with expertise in analog and mixed signal circuit design, compound semiconductor fabrication (including GaAs, GaN, indium phosphide (“InP”) and specialized silicon), advanced packaging and back-end assembly and test. We offer a broad portfolio of thousands of standard and custom devices, which include integrated circuits (“ICs”), multi-chip modules (MCM), diodes, amplifiers, switches and switch limiters, passive
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and active components and radio frequency (RF) and optical subsystems, which make up dozens of product lines that service over 6,000 end customers in our three primary markets. Our products are electronic components that our customers generally incorporate into larger electronic systems, such as wireless basestations, high-capacity optical networks, data center networks, radar, medical systems, satellite networks and test and measurement applications. Our primary end markets are: (1) I&D, which includes military and commercial radar, RF jammers, electronic countermeasures, communication data links, space-related electronics and various wired and wireless multi-market applications, which include industrial, medical, test and measurement and scientific applications; (2) Data Center, which includes intra-Data Center, Data Center Interconnect (DCI) applications, at 100G, 200G, 400G, 800G, 1.6T, 3.2T and higher speeds, enabled by our broad portfolio of analog ICs and photonic components for high speed connectivity customers; and (3) Telecom, which includes carrier infrastructure such as long-haul/metro, 5G and 6G infrastructure, satellite communications (“SATCOM”) and Fiber-to-the-X (FTTx)/passive optical network (PON), among others.
Description of Our Revenue
Revenue. Our revenue is derived from sales of high-performance RF, microwave, millimeter wave, optical and photonic semiconductor products. We design, integrate, manufacture and package differentiated, semiconductor-based products that we sell to customers through our direct sales organization, our network of independent sales representatives and our distributors.
We believe the primary drivers of our future revenue growth will include:
•continued growth in the demand for high-performance analog, digital and optical semiconductors in our three primary markets;
•introducing new products using advanced technologies, added features, higher levels of integration and improved performance;
•increasing content of our semiconductor solutions in customers’ systems through cross-selling our product lines;
•leveraging our core strength and leadership position in standard, catalog products that service all of our end applications; and
•engaging early with our lead customers to develop custom and standard products.
Our core strategy is to develop and innovate high-performance products that address our customers’ most difficult technical challenges in our primary markets: I&D, Data Center and Telecom.
We expect our revenue in the I&D market to be driven by the expanding product portfolio that we offer which services applications such as test and measurement, space-related electronics, civil and military radar, industrial, automotive, scientific and medical applications, further supported by growth in applications for our multi-market catalog products.
We expect our revenue in the Data Center market to be driven by the adoption of higher speed processing technologies and the upgrade of data center architectures to 100G, 200G, 400G, 800G, 1.6T and 3.2T interconnects, which we expect will drive adoption of higher speed optical and photonic components.
We expect our revenue in the Telecom market to be driven by 5G deployments, with continued upgrades and expansion of communications equipment, SATCOM networks and increasing adoption of our high-performance RF, millimeter wave, optical and photonic components.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements. The preparation of financial statements, in conformity with GAAP, requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and could be material if our actual or expected experience were to change unexpectedly. On an ongoing basis, we re-evaluate our estimates and judgments.
We base our estimates and judgments on our historical experience and on other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates and material effects on our operating results and financial position may result. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; revenue reserves; business combinations; goodwill and intangible asset valuation; share-based compensation valuations and income taxes.
Business combinations
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We apply significant estimates and judgments in order to determine the fair value of the identified tangible and intangible assets acquired, liabilities assumed and goodwill recognized in business combinations. The value of all assets and liabilities are recognized at fair value as of the acquisition date using a market participant approach. In measuring fair values, we utilize a number of valuation techniques. When determining the fair value of property and equipment acquired, generally we must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset. When determining the fair value of intangible assets acquired, typically determined using a discounted cash flow valuation method, we use assumptions such as the timing and amount of future cash flows, discount rates, weighted average cost of capital and estimated useful lives. These assessments can be significantly affected by our judgments.
Goodwill and intangible asset valuation
Significant management judgment is required in our valuation of goodwill and intangible assets, many of which are based on the creation of forecasts of future operating results that are used in the valuation, including (i) estimation of future cash flows, (ii) estimation of the long-term rate of growth for our business, (iii) estimation of the useful life over which cash flows will occur, (iv) terminal values, if applicable, and (v) the determination of our weighted average cost of capital, which helps determine the discount rate. It is possible that these forecasts may change, and our performance projections included in our forecasts of future results may prove to be inaccurate. The value of our goodwill and purchased intangible assets could also be impacted by future adverse changes, such as a decline in the valuation of technology company stocks, including the valuation of our common stock, or a significant slowdown in the worldwide economy or in the semiconductor industry.
For additional information related to these and other accounting policies refer to Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in Item 8 of Part II, “Financial Statements and Supplementary Data,” of the 2025 Annual Report on Form 10-K and Note 1 - Basis of Presentation and Summary of Significant Accounting Policies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Income taxes
We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposure and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our Consolidated Balance Sheets. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income within the relevant jurisdiction. To the extent we believe that recovery is not likely, we must establish a valuation allowance. We provide valuation allowances for certain deferred tax assets where it is more likely than not that any portion will not be realized.
The application of tax laws and regulations to calculate our tax liabilities is subject to legal and factual interpretation, judgment and uncertainty in a multitude of jurisdictions. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, including the July 4, 2025 Bill, as well as court rulings. We recognize potential liabilities for anticipated tax audit matters in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest will be due. We record an amount as an estimate of probable additional income tax liability at the largest amount that we feel is more likely than not, based upon the technical merits of the position, to be sustained upon audit by the relevant tax authority.
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Results of Operations
The following table sets forth, for the periods indicated, our statements of operations data (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Revenue | $ | 288,955 | $ | 235,887 | $ | 560,567 | $ | 454,009 | |||||||||||||||
Cost of revenue (1) | 124,522 | 105,731 | 244,355 | 206,744 | |||||||||||||||||||
| Gross profit | 164,433 | 130,156 | 316,212 | 247,265 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Research and development (1) | 68,983 | 57,837 | 135,442 | 118,206 | |||||||||||||||||||
Selling, general and administrative (1) | 44,619 | 37,449 | 86,642 | 76,662 | |||||||||||||||||||
| Total operating expenses | 113,602 | 95,286 | 222,084 | 194,868 | |||||||||||||||||||
| Income from operations | 50,831 | 34,870 | 94,128 | 52,397 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 7,759 | 7,239 | 15,749 | 14,239 | |||||||||||||||||||
| Interest expense | (1,667) | (1,179) | (3,365) | (2,545) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | — | (193,098) | |||||||||||||||||||
| Total other income (expense) | 6,092 | 6,060 | 12,384 | (181,404) | |||||||||||||||||||
| Income (loss) before income taxes | 56,923 | 40,930 | 106,512 | (129,007) | |||||||||||||||||||
| Income tax expense | 10,592 | 9,264 | 11,414 | 6,857 | |||||||||||||||||||
| Net income (loss) | $ | 46,331 | $ | 31,666 | $ | 95,098 | $ | (135,864) | |||||||||||||||
(1) Includes (a) Amortization expense related to intangible assets arising from acquisitions, purchased software licenses and licensed technology and (b) Share-based compensation expense included in our condensed consolidated statements of operations as set forth below (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| (a) Intangible amortization expense: | |||||||||||||||||||||||
| Cost of revenue | $ | 1,623 | $ | 3,342 | $ | 3,244 | $ | 6,674 | |||||||||||||||
| Research and development | 2,617 | 2,284 | $ | 5,200 | $ | 4,349 | |||||||||||||||||
| Selling, general and administrative | 1,911 | 1,755 | $ | 3,918 | $ | 5,015 | |||||||||||||||||
| (b) Share-based compensation expense: | |||||||||||||||||||||||
| Cost of revenue | $ | 2,352 | $ | 1,703 | $ | 4,596 | $ | 4,648 | |||||||||||||||
| Research and development | 9,184 | 6,876 | $ | 17,957 | $ | 18,126 | |||||||||||||||||
| Selling, general and administrative | 11,102 | 10,188 | $ | 22,223 | $ | 21,513 | |||||||||||||||||
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The following table sets forth, for the periods indicated, our statements of operations data expressed as a percentage of our revenue:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | ||||||||||||||||||||
| Revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Cost of revenue | 43.1 | 44.8 | 43.6 | 45.5 | |||||||||||||||||||
| Gross profit | 56.9 | 55.2 | 56.4 | 54.5 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 23.9 | 24.5 | 24.2 | 26.0 | |||||||||||||||||||
| Selling, general and administrative | 15.4 | 15.9 | 15.5 | 16.9 | |||||||||||||||||||
| Total operating expenses | 39.3 | 40.4 | 39.7 | 42.9 | |||||||||||||||||||
| Income from operations | 17.6 | 14.8 | 16.7 | 11.6 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 2.7 | 3.1 | 2.8 | 3.1 | |||||||||||||||||||
| Interest expense | (0.6) | (0.5) | (0.6) | (0.6) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | — | (42.5) | |||||||||||||||||||
| Total other income (expense) | 2.1 | 2.6 | 2.2 | (40.0) | |||||||||||||||||||
| Income (loss) before income taxes | 19.7 | 17.4 | 18.9 | (28.4) | |||||||||||||||||||
| Income tax expense | 3.7 | 3.9 | 2.0 | 1.5 | |||||||||||||||||||
| Net income (loss) | 16.0 | % | 13.5 | % | 16.9 | % | (29.9) | % | |||||||||||||||
Comparison of the Three and Six Months Ended April 3, 2026 to the Three and Six Months Ended April 4, 2025
Revenue. Our revenue increased by $53.1 million, or 22.5%, to $289.0 million for the three months ended April 3, 2026, from $235.9 million for the three months ended April 4, 2025, and our revenue increased by $106.6 million, or 23.5%, to $560.6 million for the six months ended April 3, 2026, from $454.0 million for the six months ended April 4, 2025. The increase in revenue in the three and six months ended April 3, 2026 is described by end market in the following paragraphs.
Revenue from our primary markets, the percentage of change between the periods presented, and revenue by primary markets expressed as a percentage of total revenue in the periods presented were (in thousands, except percentages):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | % Change | April 3, 2026 | April 4, 2025 | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Industrial & Defense | $ | 120,652 | $ | 98,542 | 22.4% | $ | 238,365 | $ | 195,942 | 21.7 | % | ||||||||||||||||||||||||||||||||||||
| Data Center | 98,188 | 72,180 | 36.0% | 183,942 | 137,464 | 33.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Telecom | 70,115 | 65,165 | 7.6% | 138,260 | 120,603 | 14.6 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 288,955 | $ | 235,887 | 22.5% | $ | 560,567 | $ | 454,009 | 23.5 | % | ||||||||||||||||||||||||||||||||||||
| Industrial & Defense | 41.8 | % | 41.8 | % | 42.5 | % | 43.1 | % | |||||||||||||||||||||||||||||||||||||||
| Data Center | 34.0 | % | 30.6 | % | 32.8 | % | 30.3 | % | |||||||||||||||||||||||||||||||||||||||
| Telecom | 24.2 | % | 27.6 | % | 24.7 | % | 26.6 | % | |||||||||||||||||||||||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
In the three months ended April 3, 2026, our I&D market revenue increased by $22.1 million, or 22.4%, compared to the three months ended April 4, 2025. In the six months ended April 3, 2026, our I&D market revenue increased by $42.4 million, or 21.7%, compared to the six months ended April 4, 2025. The increase in the three and six months ended April 3, 2026 was primarily driven by revenue growth from defense programs.
In the three months ended April 3, 2026, our Data Center market revenue increased by $26.0 million, or 36.0%, compared to the three months ended April 4, 2025. In the six months ended April 3, 2026, our Data Center market revenue increased by $46.5 million, or 33.8%, compared to the six months ended April 4, 2025. The increase in the three and six months ended
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April 3, 2026 was primarily driven by higher sales of high-performance analog, coherent and optical Data Center products primarily supporting high speed data rates from 100G up to 1.6T.
In the three months ended April 3, 2026, our Telecom market revenue increased by $5.0 million, or 7.6%, compared to the three months ended April 4, 2025. In the six months ended April 3, 2026, our Telecom market revenue increased by $17.7 million, or 14.6%, compared to the six months ended April 4, 2025. The increase in the three and six months ended April 3, 2026 was primarily driven by higher sales of products for PON, metro long haul, broadband access and SATCOM applications.
Certain areas of our end markets could be negatively affected by any weakening of global economic conditions, including as a result of geopolitical conflicts and related trade restrictions, the evolving impacts from tariffs, sanctions, obtaining required licenses or other trade tensions (including implementation of new tariffs or retaliatory trade measures).
Gross profit. Gross margin was 56.9% and 55.2% for the three months ended April 3, 2026 and April 4, 2025, respectively, and 56.4% and 54.5% for the six months ended April 3, 2026 and April 4, 2025, respectively. Gross profit increased by $34.3 million, or 26.3%, to $164.4 million, or 56.9% of our revenue, for the three months ended April 3, 2026, compared to $130.2 million, or 55.2% of our revenue, for the three months ended April 4, 2025. Gross profit increased by $68.9 million, or 27.9%, to $316.2 million, or 56.4% of our revenue, for the six months ended April 3, 2026, compared to $247.3 million, or 54.5% of our revenue, for the six months ended April 4, 2025. Gross profit increased for the three and six months ended April 3, 2026 as compared to the three and six months ended April 4, 2025 primarily as a result of higher sales, partially offset by increases in employee-related costs, primarily due to additional headcount from the RTP Fab, higher maintenance expense and increases in production supplies.
Research and development. Research and development expense increased by $11.1 million, or 19.3%, to $69.0 million, or 23.9% of our revenue, for the three months ended April 3, 2026, compared to $57.8 million, or 24.5% of our revenue, for the three months ended April 4, 2025. Research and development expense increased $17.2 million, or 14.6%, to $135.4 million, or 24.2% of our revenue, for the six months ended April 3, 2026, compared to $118.2 million, or 26.0% of our revenue, for the six months ended April 4, 2025. Research and development expense increased in the three months ended April 3, 2026 primarily due to increases in employee-related costs, including increases in headcount, higher R&D-related material costs and share-based compensation expense. Research and development expense increased in the six months ended April 3, 2026 primarily due to employee-related costs, including increases in headcount, higher R&D-related material costs and depreciation expense.
Selling, general and administrative. Selling, general and administrative expense increased by $7.2 million, or 19.1%, to $44.6 million, or 15.4% of our revenue, in the three months ended April 3, 2026, compared to $37.4 million, or 15.9% of our revenue, for the three months ended April 4, 2025. Selling, general and administrative expense increased by $10.0 million, or 13.0%, to $86.6 million, or 15.5% of our revenue, in the six months ended April 3, 2026, compared to $76.7 million, or 16.9% of our revenue, for the six months ended April 4, 2025. Selling, general and administrative expense increased in the three months ended April 3, 2026 primarily due to increases in employee-related costs, share-based compensation expense and professional service fees. Selling, general and administrative expense increased in the six months ended April 3, 2026 primarily due to increases in employee-related costs, software costs and variable selling costs.
Interest income. In the three months ended April 3, 2026, interest income was $7.8 million, compared to $7.2 million for the three months ended April 4, 2025. In the six months ended April 3, 2026, interest income was $15.7 million, compared to $14.2 million for the six months ended April 4, 2025. The increase for the three and six months ended April 3, 2026 is primarily due to the interest income earned from the higher cash and cash equivalents and short-term investments balance prior to the settlement of the 2026 Convertible Notes.
Provision for income taxes. Our income tax expense and effective income tax rates for the periods indicated were (in thousands, except percentages):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| April 3, 2026 | April 4, 2025 | April 3, 2026 | April 4, 2025 | |||||||||||||||||||||||
| Income tax expense (benefit) | $ | 10,592 | $ | 9,264 | $ | 11,414 | $ | 6,857 | ||||||||||||||||||
| Effective income tax rate | 18.6 | % | 22.6 | % | 10.7 | % | (5.3) | % | ||||||||||||||||||
Our estimated annual effective tax rate for the fiscal year ending October 2, 2026 is expected to be approximately 17.3%, which reflects the statutory rate adjusted for expected tax credits, primarily for R&D. This effective tax rate does not reflect the adjustment for any discrete tax matters arising during the year, such as the excess deduction related to share-based compensation. The actual effective income tax rate for the fiscal quarter ended April 3, 2026 was reduced by excess tax benefits related to share-based compensation.
The effective income tax rate for the fiscal quarter ended April 4, 2025 was impacted by the non-deductibility of the charge for extinguishment of debt as well as excess tax benefits related to share-based compensation.
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For additional information refer to Note 15 - Income Taxes to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
The following table summarizes our cash flow activities (in thousands):
| Six Months Ended | ||||||||||||||
| April 3, 2026 | April 4, 2025 | |||||||||||||
| Cash and cash equivalents, beginning of period | $ | 112,142 | $ | 146,806 | ||||||||||
| Net cash provided by operating activities | 121,589 | 105,346 | ||||||||||||
| Net cash provided by (used in) investing activities | 73,516 | (167,133) | ||||||||||||
| Net cash (used in) provided by financing activities | (208,700) | 26,282 | ||||||||||||
| Foreign currency effect on cash | (26) | (375) | ||||||||||||
| Cash and cash equivalents, end of period | $ | 98,521 | $ | 110,926 | ||||||||||
Cash Flow from Operating Activities
Our cash flow from operating activities for the six months ended April 3, 2026 of $121.6 million consisted of net income of $95.1 million, which included non-cash charges of $80.5 million, primarily related to share-based compensation expense of $44.8 million and depreciation and intangible asset amortization expense of $31.0 million and a net increase in working capital of $54.0 million. The net increase in working capital of $54.0 million was primarily driven by an increase in inventories of $14.4 million, an increase in accounts receivables of $11.0 million, an increase in prepaid expenses and other assets of $10.9 million and a decrease in accrued and other liabilities of $9.1 million.
Our cash flow from operating activities for the six months ended April 4, 2025 of $105.3 million consisted of a net loss of $135.9 million plus adjustments of $263.1 million, to reconcile our net loss to cash provided by operating activities, less cash used in operating assets and liabilities of $21.9 million. Adjustments to reconcile our net loss to cash provided by operating activities primarily included loss on extinguishment of debt of $193.1 million, share-based compensation expense of $44.3 million and depreciation and intangible amortization expense of $30.8 million. In addition, cash used in operating assets and liabilities was $21.9 million for the six months ended April 4, 2025, primarily driven by an increase in accounts receivables of $24.7 million, an increase in inventories of $15.0 million, partially offset by an increase in accounts payable of $14.8 million.
Cash Flow from Investing Activities
Our cash flow provided by investing activities for the six months ended April 3, 2026 of $73.5 million consisted primarily of proceeds of $176.1 million for the sale and maturity of short-term investments, offset by purchases of $70.5 million of short-term investments, capital expenditures of $26.1 million and purchases of software licenses and licensed technology of $7.4 million.
Our cash flow used in investing activities for the six months ended April 4, 2025 of $167.1 million consisted primarily of cash paid for acquisitions, net of cash acquired of $12.7 million, capital expenditures of $13.5 million and purchases of $320.5 million of short-term investments and other investing activities of $8.0 million, offset by proceeds of $187.6 million for the sale and maturity of short-term investments.
Cash Flow from Financing Activities
During the six months ended April 3, 2026, our cash used in financing activities of $208.7 million was primarily related to repayment of the 2026 Convertible Notes of $161.2 million and $51.5 million of common stock withheld associated with employee taxes on vested equity awards, partially offset by $5.2 million of proceeds from employee stock purchases.
During the six months ended April 4, 2025, our cash provided by financing activities of $26.3 million was primarily related to $86.6 million of proceeds from 2029 Convertible Notes and $4.5 million of proceeds from employee stock purchases, partially offset by $41.3 million of common stock withheld associated with employee taxes on vested equity awards and $23.1 million of fees for the convertible note exchange and payments for debt issuance costs.
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Liquidity
As of April 3, 2026, we held $98.5 million of cash and cash equivalents, primarily deposited with financial institutions, as well as $566.3 million of liquid short-term investments. The undistributed earnings of certain foreign subsidiaries are considered indefinitely reinvested for the periods presented and we do not intend to repatriate such earnings. We believe the decision to reinvest these earnings will not have a significant impact on our liquidity. As of April 3, 2026, cash held by our indefinitely reinvested foreign subsidiaries was $8.8 million, which, along with cash generated from foreign operations, is expected to be used in the support of international growth and working capital requirements as well as the repayment of certain intercompany loans.
On January 14, 2025, we announced the execution of a preliminary, non-binding agreement with the CHIPS Program Office (“CPO”), which could provide for proposed direct funding from the U.S. Department of Commerce under the CHIPS Act of up to $70 million. The potential direct funding arrangement and the associated definitive agreement remain under discussion with the CPO.
We plan to use our remaining available cash and cash equivalents and short-term investments for general corporate purposes, including working capital, payment on the 2029 Convertible Notes, or for the acquisition of or investment in complementary technologies, design teams, products and businesses. We believe that our cash and cash equivalents, short-term investments and cash generated from operations will be sufficient to meet our working capital requirements for at least the next twelve months. We may need to raise additional capital from time to time through the issuance and sale of equity or debt securities, and there is no assurance that we will be able to do so on favorable terms or at all.
As of April 3, 2026, we had no off-balance sheet arrangements.
For additional information related to our Liquidity and Capital Resources, see Note 10 - Debt to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
See Note 1 - Basis of Presentation and Summary of Significant Accounting Policies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information about recent accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the ordinary course of business, which consists primarily of interest rate risk associated with our cash and cash equivalents and short-term investments, as well as foreign exchange rate risk.
Interest rate risk. The primary objectives of our investment activity are to preserve principal, provide liquidity and invest excess cash for an average rate of return. To minimize market risk, we maintain our portfolio in cash and diversified investments, which may consist of corporate bonds, bank deposits, money market funds, commercial paper and U.S. Treasury securities. The interest rates are variable and fluctuate with current market conditions. The risk associated with fluctuating interest rates is limited to this investment portfolio. We believe that a 1% change in interest rates would have a $6.6 million impact on our annual interest income, based on cash and cash equivalents and short-term investments balances as of April 3, 2026. We believe that a change in interest rates would not have a material impact on our results of operations, however, such change(s) could impact net income and earnings per share. We do not enter into financial instruments for trading or speculative purposes.
Foreign currency risk. To date, our international customer agreements have been denominated primarily in U.S. dollars. Accordingly, we have limited exposure to foreign currency exchange rates. The functional currency of a majority of our foreign operations continues to be in U.S. dollars with the remaining operations being local currency. Changes in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact demand in certain regions, reduce or delay customer orders, or otherwise negatively affect how customers do business with us. The effects of exchange rate fluctuations on the net assets of the majority of our operations are accounted for as transaction gains or losses. We believe that a change of 10% in such foreign currency exchange rates would not have a material impact on our financial position or results of operations.
We have entered into foreign currency exchange hedging contracts to reduce the impact of foreign currency changes on certain intercompany foreign currency denominated debt. These foreign currency forward contracts are entered into for periods consistent with currency transaction exposures, generally one month. They are not designated as cash flow or fair value hedges under ASC 815, Derivatives and Hedging. These forward contracts are marked-to-market with changes in fair value recorded to earnings. As of April 3, 2026, we had $53.0 million in notional forward foreign currency contracts, which were denominated in Euro and Yen. The fair value of these forward contracts is immaterial as of April 3, 2026.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of April 3, 2026.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 13 - Commitments and Contingencies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information about our legal proceedings.
ITEM 1A. RISK FACTORS
Our business involves a high degree of risk. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes in any of the risk factors described in our 2025 Annual Report on Form 10-K, except as discussed in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2026, as filed with the SEC on February 5, 2026 and as noted below.
We have made, and expect to make, acquisitions and investments, which involve numerous risks.
We routinely evaluate potential acquisitions, investments and strategic alliances involving complementary technologies, design teams, products and businesses. We expect to pursue such transactions if appropriate opportunities arise. However, we may not be able to identify suitable transactions in the future or if we do identify such transactions, we may not be able to complete them on commercially acceptable terms or at all and may face intense competition for such opportunities. For example, on April 27, 2026, MACOM US entered into a share subscription agreement with Investee pursuant to which MACOM US will purchase newly-issued ordinary shares of Investee for £30.0 million and £15.0 million aggregate principal amount of convertible loan notes to be issued by Investee. In this transaction and any other potential transactions we may pursue in the future, we will face numerous risks, including, among others, diverting management’s attention from normal daily operations of our business; inability to exercise control or influence over the operations, strategy or financial decisions of a company in which we have made an investment; dependence on the existing management, board and operations of investee companies to successfully execute their business plans; exposure to risks and liabilities arising from the operations of investee companies over which we may have limited or no control; decline in the value of our investments due to factors including the investee company's financial performance, market conditions, competitive pressures or adverse developments in the investee company's industry; failing to realize the anticipated strategic benefits and synergies of an acquisition or investment; difficulties in integrating the financial reporting capabilities and operating systems of any acquired operations to maintain effective internal control over financial reporting and disclosure controls and procedures; potential loss of key personnel of the acquired company as well as their know-how, relationships and expertise; challenges successfully integrating acquired personnel, operations and businesses; maintaining favorable business relationships of acquired operations; generating insufficient revenue from completed transactions to offset expenses associated with our efforts; acquiring material or unknown liabilities associated with any acquired operations; litigation associated with merger and acquisition transactions; and increasing expense associated with amortization or depreciation of intangible and tangible assets we acquire.
Our past acquisitions and other transactions required significant management time and attention relating to the transactions. Past transactions, whether completed or not by us, have resulted, and in the future may result, in significant time and attention, costs, expenses, liabilities and charges to earnings. The accounting treatment for any future transaction may negatively affect our consolidated results of operations. The accounting treatment may also result in significant goodwill or intangible assets, which, if impaired, will negatively affect our consolidated results of operations. Furthermore, we may incur debt or issue equity securities to pay for transactions. The incurrence of debt could limit our operating flexibility and be detrimental to our profitability, and the issuance of equity securities would be dilutive to our existing stockholders. Any or all of the above factors may differ from the investment community’s expectations in a given quarter, which could negatively affect our stock price. In the event we make future investments, the investments may decline in value, we may lose all or part of our investment.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table presents information with respect to purchases of common stock we made during the fiscal quarter ended April 3, 2026.
| Period | Total Number of Shares (or Units) Purchased (1) | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| January 3, 2026-January 30, 2026 | 556 | $ | 218.93 | — | — | ||||||||||||||||||
| January 31, 2026-February 27, 2026 | 933 | 243.58 | — | — | |||||||||||||||||||
| February 28, 2026-April 3,2026 | 6,097 | 238.58 | — | — | |||||||||||||||||||
| Total | 7,586 | $ | 237.75 | — | — | ||||||||||||||||||
(1) We employ “withhold to cover” as a tax payment method for vesting of restricted stock awards for our employees, pursuant to which, we withheld from employees the shares noted in the table above to cover tax withholding related to the vesting of their awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.
ITEM 5. OTHER INFORMATION
The following table describes actions by our directors and Section 16 officers with respect to plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended April 3, 2026. None of our directors or Section 16 officers terminated a Rule 10b5-1 trading arrangement or took actions with respect to a “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(c) of Regulation S-K, during the three months ended April 3, 2026.
| Name and Title | Action | Date | Expiration of Plan (1) | Potential Number of Shares to be Sold (2) | ||||||||||||||||||||||
| November 15, 2027 | Sale of up to | |||||||||||||||||||||||||
| December 31, 2027 | Sale of up to | |||||||||||||||||||||||||
(1) Date of plan termination or such earlier date upon which all transactions are completed or expire without execution.
(2) Represents the gross number of shares subject to the Rule 10b5-1 plan, excluding the potential effect of shares withheld for taxes. Amounts may include shares to be earned as PRSUs and are presented at their target amounts. The actual number of PRSUs earned following the end of the applicable performance period, if any, will depend on the relative achievement of the applicable performance metrics.
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ITEM 6. EXHIBITS
Exhibit Number | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 31.1 | |||||||||||
| 31.2 | |||||||||||
| 32.1 | |||||||||||
| 101 | The following material from the Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc. for the fiscal quarter ended April 3, 2026, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) document and entity information, tagged as blocks of text and including detailed tags. | ||||||||||
| 104 | The cover page for the Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc. for the fiscal quarter ended April 3, 2026, formatted in Inline XBRL and included as Exhibit 101. | ||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
| MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. | ||||||||
| Dated: May 7, 2026 | By: | /s/ Stephen G. Daly | ||||||
| Stephen G. Daly | ||||||||
| President and Chief Executive Officer and Chair of the Board (Principal Executive Officer) | ||||||||
| Dated: May 7, 2026 | By: | /s/ John F. Kober | ||||||
| John F. Kober | ||||||||
| Senior Vice President and Chief Financial Officer (Principal Accounting and Principal Financial Officer) | ||||||||
Exhibit 31.1
CERTIFICATION OF THE PRESIDENT AND CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen G. Daly, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: | May 7, 2026 | ||||
| /s/ Stephen G. Daly | |||||
| Stephen G. Daly | |||||
| President and Chief Executive Officer and Chair of the Board (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF THE CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John F. Kober, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: | May 7, 2026 | ||||
| /s/ John F. Kober | |||||
| John F. Kober | |||||
SVP and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of MACOM Technology Solutions Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended April 3, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Stephen G. Daly, as President and Chief Executive Officer and Chair of the Board of the Company, and John F. Kober, as SVP and Chief Financial Officer of the Company, each hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.
| Date: | May 7, 2026 | ||||
| By: | /s/ Stephen G. Daly | ||||
| Stephen G. Daly | |||||
President and Chief Executive Officer and Chair of the Board | |||||
| (Principal Executive Officer) | |||||
| By: | /s/ John F. Kober | ||||
| John F. Kober | |||||
| SVP and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||