pxlw-20260114

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

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

PIXELWORKS, INC.

(Exact name of registrant as specified in its charter)

Oregon

000-30269

91-1761992

(State or other jurisdiction
of incorporation)

(Commission File Number)

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

16760 SW Upper Boones Ferry Rd., Suite 101

Portland, OR 97224

(503) 601-4545

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

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

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

(b)

On January 14, 2026, John Y. Liu submitted his resignation as a director on the board of directors (the “Board”) of Pixelworks, Inc. (the “Company”), effective immediately. Mr. Liu’s resignation is not related to any disagreement relating to the Company’s operations, policies or practices.

(d)

On January 14, 2026, at the recommendation of the Board’s Corporate Governance and Nominating Committee, the Board appointed Douglas J. Darrow as a director to fill the vacancy created by Mr. Liu’s resignation. It is expected that the Board’s Corporate Governance and Nominating Committee will nominate Mr. Darrow for reelection at the Company’s 2026 annual meeting of shareholders. Mr. Darrow has been appointed to serve on the Compensation and Strategy Committees of the Board.

Mr. Darrow will receive the standard cash compensation payable to all of the Company’s non-employee directors, will enter into the Company’s standard form of indemnification agreement, and will be subject to the Company’s minimum equity investment requirement for directors, which requires that, within five years of the date of initial appointment to the Board, directors must have minimum equity holdings in the Company with a value of at least $115,000. In connection with his appointment to the Board, Mr. Darrow was granted 4,000 restricted stock units (“RSUs”) under the Company’s Amended and Restated 2006 Stock Incentive Plan. The RSUs are scheduled to vest in two quarterly installments over the six-month period beginning January 14, 2026.

There are no transactions in which Mr. Darrow has an interest requiring disclosure by the Company under Item 404(a) of Regulation S-K. There are no family relationships between him and any other executive officer or director of the Company. Other than the compensation arrangements described above, there is no arrangement or understanding between Mr. Darrow and any other persons or entities pursuant to which Mr. Darrow was appointed as a director of the Company.

On January 20, 2026, the Company issued a press release announcing the appointment of Mr. Darrow to the Board. The full text of the Company’s press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release dated January 20, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		PIXELWORKS, INC.
		(Registrant)

Dated:	January 20, 2026	/s/ Haley F. Aman
		Haley F. Aman Chief Financial Officer

Exhibit 99.1

Pixelworks Announces Board Changes to Align with New Business Focus and Strategy

Appoints Entertainment Technology Pioneer Douglas Darrow to Board

PORTLAND, Ore., Jan. 20, 2026 – Pixelworks, Inc. (NASDAQ: PXLW) (“Pixelworks” or the “Company”), a leading provider of innovative video and display processing solutions, today announced changes to its Board of Directors to better align with and support the Company’s business transformation and go-forward strategy as a global technology licensing company following the recently completed sale of its Shanghai-based subsidiary.

The realignment of the Board included the appointment of Douglas Darrow to the Company’s Board of Directors, effective January 14, 2026. Douglas J. Darrow currently serves as a strategic advisor to several companies in the entertainment industry. Previously, Darrow served as Senior Vice President at Dolby Laboratories, a leader in entertainment formats and technology licensing. Prior to Dolby, he served as CEO of Laser Light Engines, an innovative startup developing laser illumination technology for digital projectors. He also previously held various leadership roles at Texas Instruments, including serving as General Manager of the DLP Business unit, which developed the DLP Cinema projection solution for the global digital delivery of motion pictures. In 2018, he was awarded the American Cinematheque’s Fourth Annual Sid Grauman Award for technical achievement in the entertainment industry. Darrow holds a B.S. in optical engineering from the University of Rochester and an M.B.A. from the University of Dallas. As a director on Pixelworks’ Board, he will also serve on its compensation and strategy committees.

Concurrent with the appointment of Douglas Darrow, Dr. John Liu volunteered his resignation from the Company’s Board of Directors, which was accepted effective immediately. Additionally, Todd DeBonis was named Chairman of the Board, succeeding Daniel Heneghan, who will remain a director and continue to serve on the Board’s audit and corporate governance committees. Dean Butler was also named as the Board’s Lead Independent Director. Following these changes, Pixelworks’ Board of Directors continues to be composed of five members.

"We are thrilled to welcome Doug Darrow to our Board of Directors,” stated Todd DeBonis, Chairman and CEO of Pixelworks. “He brings an impressive track record of both pioneering and commercializing new cinematic technologies, as well as driving innovation within the entertainment industry. His insights and industry relationships will be invaluable as we further refine the vision and future of our business. Together with Doug’s appointment, our realignment of the Board is reflective of the broader efforts currently underway to reposition Pixelworks as a global technology licensing company, with our TrueCut Motion platform serving as a foundational solution offering. On behalf of the entire Company, I also want to thank Dr. John Liu for his dedicated service and contributions to Pixelworks’ Board over the last three years.”

Additional details related to the recent changes to Pixelworks’ Board of Directors can be found in the Company’s Form 8-K filed today with the SEC.

About Pixelworks, Inc.

Pixelworks provides industry-leading content creation, video delivery and display processing solutions and technology that enable highly authentic viewing experiences with superior visual quality, across all screens – from cinema to smartphone and beyond. Pixelworks has more than 20 years of delivering image processing innovation to leading providers of consumer electronics, professional displays, and video streaming services. For more information, please visit Pixelworks’ web site at www.pixelworks.com.

Note: Pixelworks, the Pixelworks logo, Truecut Motion and Truecut are trademarks of Pixelworks, Inc.

Contacts:

Investor Contact

Shelton Group

Brett Perry

P: +1-214-272-0070

E: [email protected]

Company Contact

Pixelworks, Inc.

E: [email protected]