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AMBARELLA INC

For the period ended Jan 31, 2026. Filed Mar 23, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Mar 23, 2026

AMBA$60.36-2.1%Stored close · as of Nov 10, 2026

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Contents

Notes to Consolidated Financial Statements

  1. Organization and Summary of Significant Accounting Policies

Organization

Ambarella, Inc. (the Company) was incorporated in the Cayman Islands on January 15, 2004. The Company is a leading developer of low-power system-on-a-chip, or SoC, semiconductors and software for edge and physical artificial intelligence, or AI, applications and intelligent automation. The Company's technologies make electronic systems smarter, enabling them to become partially or fully autonomous with features such as intelligent automation, complex scene understanding, and autonomous decision-making. These systems perform multi-modal data fusion and complex data analysis in real time, delivering high quality imagery, and preserving vital system resources such as power and network bandwidth. The Company specializes in the development of deployable, scalable designs for intelligent electronic systems that utilize high-bandwidth sensors offering a proven path to mass production. The Company’s products are used in a wide variety of human viewing, computer vision and edge and physical AI applications, including a variety of automotive camera systems, video security cameras, fixed robots, autonomous mobile robots (AMRs), industrial applications, intelligent transportation systems, and consumer devices, such as action, drone and 360° cameras.

The Company sells its solutions to leading original equipment manufacturers, or OEMs, who include the Company’s SoCs in their products, and original design manufacturers, or ODMs, who include the Company’s SoCs in the products that they supply to OEMs, globally.

Basis of Consolidation

The Company’s fiscal year ends on January 31. The consolidated financial statements of the Company and its subsidiaries have been prepared in conformity with U.S. GAAP. All intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods. Actual results could differ from those estimates.

On an ongoing basis, management evaluates its estimates and assumptions, including those related to (i) write downs of excess and obsolete inventories; (ii) the estimated useful lives of long-lived assets; (iii) the valuation of stock-based compensation awards; (iv) the realization of tax assets and estimates of tax liabilities, including reserves for uncertain tax positions and recognition or release of valuation allowance on deferred tax assets. These estimates and assumptions are based on historical experience and on various other factors which the Company believes to be reasonable under the circumstances. The Company may engage third-party valuation specialists to assist with estimates related to the valuation of assets and stock awards associated with various contractual arrangements. Such estimates often require the selection of appropriate valuation methodologies and significant judgment. Actual results could differ from these estimates under different assumptions or circumstances and such differences could be material.

Concentration of Risk

The Company’s products are manufactured, assembled and tested by third-party contractors located primarily in Asia. The Company does not have long-term agreements with these contractors. A significant disruption in the operations of one or more of these contractors would impact the production of the Company’s products which could have a material adverse effect on its business, financial condition and results of operations.

A substantial portion of the Company’s revenue is derived from sales through one of its distributors, WT Microelectronics Co., Ltd., formerly Wintech Microelectronics Co., Ltd., or WT, which serves as its non-exclusive sales representative and fulfillment partner in Asia other than Japan, and to one ODM, Chicony Electronics Co., Ltd., or Chicony, which manufactures devices incorporating the Company’s solutions on behalf of multiple end-customers. Termination of the relationships with these customers could result in a temporary or permanent loss of revenue. Furthermore, any credit issues from these customers could impair their abilities to make timely payment to the Company. See Note 16 for additional information regarding revenue and credit concentration with these customers.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, marketable debt securities and accounts receivable. The Company maintains its cash primarily in checking accounts with reputable financial institutions. Cash deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on deposits of its cash. In order to limit the exposure of each investment, the cash equivalents and marketable debt securities consist primarily of money market funds, fixed deposits, corporate bonds, asset-backed securities and U.S. government securities which management assesses to be highly liquid. The Company does not hold or issue financial instruments for trading purposes.

The Company performs ongoing credit evaluation of its customers and adjusts credit limits based upon payment history and customers’ credit worthiness. The Company regularly monitors collections and payments from its customers.

Foreign Currency Transactions

The U.S. dollar is the functional currency for the Company and its subsidiaries. Monetary assets and liabilities denominated in non-U.S. currencies are re-measured to U.S. dollars using current exchange rates in effect at the balance sheet date. Nonmonetary assets and liabilities are re-measured to U.S. dollars using historical exchange rates. Monetary and other accounts are re-measured to U.S. dollars using average exchange rates in effect during each period. Gains or losses from foreign currency re-measurement are included in other income, net in the consolidated statements of operations, and, to date, have not been material.

Fair Value of Financial Instruments

Fair value accounting is applied to all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed in the financial statements on a recurring basis. The carrying amounts reflected in the consolidated balance sheets for cash equivalents, accounts receivable, accounts payable, accrued liabilities and other current liabilities, approximate fair value due to the short-term nature.

Cash Equivalents and Marketable Debt Securities

The Company considers all highly liquid investments that are readily convertible into cash and highly liquid debt security investments with original maturities of less than three months at the time of purchase to be cash equivalents. Debt security investments that are highly liquid with original maturities at the time of purchase greater than three months are considered marketable debt securities. The Company classifies the cash equivalents and marketable debt security investments as “available-for-sale” (AFS) securities.

The Company estimates an expected loss whenever a security’s fair value is below its amortized cost basis. The expected loss is computed at an individual security level using the discounted cash flow method with the effective interest rate on the purchase date. In the determination of credit-related losses, the Company excludes securities with zero loss expectation such as assets backed by government agencies. There are various factors considered in its assessment of credit-related losses, including the extent to which the fair value is less than the amortized cost basis, adverse conditions related to an industry or an underlying loan obligator, the payment structure of the security, changes to the rating of the security and other factors that may affect the security credit. The credit-related portion of the loss is recognized in other income, net in the consolidated statements of operations but is limited to the difference between the fair value and the amortized cost basis of the security, adjusted for accrued interest. The non-credit-related portion of the loss is recognized in accumulated other comprehensive income (loss) in the consolidated balance sheets.

The Company measures the fair value of money market funds and fixed deposits using quoted prices in active markets for identical assets and classifies them within Level 1. The fair value of the Company’s investments in other debt securities is obtained based on quoted prices for similar asserts in active markets, or model driven valuations using significant inputs derived from or corroborated by observable market data and is classified within Level 2. The Company does not have any investments classified within Level 3.

Restricted Cash

In the first quarter of fiscal year 2026, the Company entered into a Letter of Credit of approximately $0.4 million with a financial institution as collateral for the security deposit on its new office lease located in Santa Clara, California. Refer to Note 8 Leases for detailed lease information. The Letter of Credit is irrevocable for one year, during which the Company has the obligation to maintain the full amount of the Letter of Credit. The restricted cash also includes those amounts required to be set aside to secure certain transactions in a foreign entity. The following table presents cash, cash equivalents and restricted cash reported on the consolidated balance sheets, and the sums are presented on the consolidated statements of cash flows:

As of January 31,
202620252024
(in thousands)
Cash and cash equivalents$191,019$144,622$144,914
Restricted cash44277
Total as presented in the consolidated statements of cash flows$191,461$144,629$144,921

Trade Accounts Receivable and Allowance for Credit Losses

The Company’s accounts receivables are recorded at invoiced amounts less allowance for any credit losses. In arrangements where revenue recognition occurs in advance of invoicing, an unbilled receivable is recorded, less allowance for any credit losses, within accounts receivable, when collection of these unbilled amounts are conditional only on the passage of time. The Company recognizes credit losses based on a forward-looking current expected credit losses (CECL). The Company makes estimates of expected credit losses based upon its assessment of various factors, including historical collection experience, the age of accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The changes in allowance for credit losses are recognized in the consolidated statement of operations. The uncollectible accounts receivables are written off in the period in which a determination is made that all commercially reasonable means of recovering them have been exhausted. There wereno material credit losses or write-offs of accounts receivable for the fiscal years ended January 31, 2026, 2025 and 2024, respectively. There wasno material allowance recorded as of January 31, 2026 and 2025, respectively.

Inventories

The Company records inventories at the lower of cost or net realizable value. The cost includes materials and other production costs and is computed using standard cost on a first-in, first-out basis. Inventory reserves are recorded for estimated obsolescence or unmarketable inventories based on forecast of future demand and market conditions. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Once inventory is written down, a new accounting cost basis is established and, accordingly, any associated reserve is not released until the inventory is sold or scrapped.

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful life for computer equipment, computer software, machinery, equipment and furniture and fixtures. Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives. Repairs and maintenance are charged to expense as incurred.

Intangible Assets

The Company’s intangible assets primarily consist of software licenses as well as developed technology, customer relationships and trade name that were acquired from business combinations. The intangible asset acquired from a business combination is amortized over its estimated useful life.

The Company accounts for a noncancelable on-premise internal-use software license as the acquisition of an intangible asset and the incurrence of a liability to the extent that all or a portion of the software licensing fees are not paid on or before the license acquisition date. The intangible asset and related liability are recorded at net present value and interest expense is recorded over the payment term. The internal-use software license is amortized over its license term.

The Company expenses the cost of purchased software that is to be sold, leased or otherwise marketed as part of a product until the technological feasibility of the product has been established. Once the technological feasibility of the product, to be externally marketed, has been established or where the software has an alternative future use, the Company capitalizes the cost of the purchased software until the associated product is available for general release to customers, at which point the capitalized cost is amortized on a product-by-product basis over the remaining estimated economic life of the product.

Leases

In accordance with the Accounting Standards Codification (ASC) Topic 842, Leases, the Company recognizes leases as operating lease right-of-use (ROU) assets and corresponding lease liabilities at the lease commencement date based on the present value of future lease payments, while recognizing lease expenses under straight-line method through the lease term. The Company also elected the practical expedient that does not recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases. The Company does not combine lease components with non-lease components, and as a result, the non-lease components are accounted for separately. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable. When the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The Company's leases mainly include its worldwide office facilities which are all classified as operating leases. Certain leases include renewal options that are under the Company's discretion. The renewal options are included in the ROU asset and liability calculation if it is reasonably certain that the Company will exercise the option. The Company's finance leases were immaterial as of January 31, 2026 and 2025, respectively.

Goodwill

The Company does not amortize goodwill. The Company tests goodwill for impairment at least annually in the fourth fiscal quarter, or sooner whenever events or changes in circumstances indicate that the asset may be impaired. There is onlyone single reporting unit for goodwill impairment test purposes based on the Company’s business and reporting structure. The Company is permitted to first assess qualitative factors to determine whether the two step goodwill impairment test is necessary. Further testing is only required if the Company determines, based on the qualitative assessment, that it is more likely than not that the reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit. No goodwill impairment has been identified to date based on the Company’s qualitative factors assessment.

Impairment of Long-Lived Assets Excluding Goodwill

The Company reviews property and equipment and intangible assets, excluding goodwill, for impairment at least annually in the fourth fiscal quarter or whenever events or changes in circumstances indicate that the carrying amount of an asset, or asset group, may not be recoverable. Determination of recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset, or asset group to estimated undiscounted future cash flows expected to be generated by the asset, or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Fair value is determined based on the estimated discounted future cash flows expected to be generated by the asset or asset group. Events or changes in circumstances that may indicate that an asset is impaired include significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future results of operations, a change in the extent or manner in which an asset is utilized, significant declines in the estimated fair value of the overall Company for a sustained period, shifts in technology, loss of key management or personnel, changes in the Company’s operating model or strategy and competitive forces. There has been no occurrence of events or indications to date that would trigger an impairment. As such, no impairment charge has been recognized as of January 31, 2026.

Equity Investments

The Company accounts for its investments in privately held companies as equity investments and reports the investments in other non-current assets in the consolidated balance sheets. The Company chooses to measure these equity investments that do not have readily determinable fair value at cost minus any recorded impairments, adjusted for subsequent observable price changes in transactions for an identical or similar investment of the same issuers. Upon determining that an impairment or observable price change exists, the Company records any adjustment to the fair value of the investment through other income, net in the consolidated statements of operations. There were no significant changes in the fair value of the investments and the Company didnot recognize significant impairment losses related to the investments in the fiscal years ended January 31, 2026 and 2025, respectively. There was approximately $1.2 million of impairment recognized in the fiscal year ended January 31, 2024.

Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when control of its goods and services is transferred to its customers. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

The sale of semiconductor products accounts for the substantial majority of the Company’s consolidated revenue. Sales agreements with customers are renewable periodically and contain terms and conditions with respect to payment, delivery, warranty, supply and other rights. The Company considers an accepted customer purchase order, governed by sales agreement, to be the contract with the customer. For each contract, the Company considers the promise to transfer tangible products to be the identified performance obligation. Product sales contracts may include volume-based tiered pricing or rebates that are fulfilled in cash or product. In determining the transaction price, the Company accounts for the right of returns, cash rebates, commissions and other pricing adjustments as variable consideration, estimates these amounts based on the expected amount to be provided to customers and reduces the revenue recognized. The Company estimates sales returns and rebates based on the Company’s historical patterns of return and pricing credits. As the Company’s standard payment terms are 30 days to 60 days, the contracts have no financing component. For a limited number of contracts that include volume-based tiered pricing, the Company estimates the total consideration to be received by using the expected value method for each contract, computes weighted average selling price for each unit shipped in cases where there is a material right due to the presence of volume-based tiered pricing, allocates the total consideration between the identified performance obligations, and recognizes revenue when control of its goods and services is transferred to its customers. The Company considers product control to be transferred at a point in time upon shipment or delivery because the Company has a present right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset.

The Company also enters into various project service agreements with certain customers, including development funding agreements subject to certain refund conditions. In determining whether a development funding agreement constitutes a contract with a customer, the Company assesses whether the substantive and genuine financial risk has been transferred to the funding party and whether the services provided to the funding party are an output of the Company's ordinary activities in exchange for consideration. These agreements may include multiple performance obligations, such as software development services, licensing of intellectual property and post-contract customer support, or PCS. These multiple performance obligations are highly interdependent, highly interrelated, are typically not sold separately and do not have standalone selling prices. They are all inputs to generate one combined output which is incorporating its SoC into the customer’s product. Accordingly, the Company determines that they are not separately identifiable and shall be treated as a single performance obligation. For project service contracts containing variable consideration, the Company estimates variable consideration using the most likely amount method which the Company believes better predicts the amount of consideration to which the Company expects to be entitled. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur, in accordance with the variable consideration constraint. The Company recognizes revenue on project service contracts either over time as services are provided using an input method based on contract costs incurred to date compared to total estimated contract cost, or at a point in time upon completion and acceptance by the customer, depending on the terms of the arrangement. For project service contracts that are billed at a fixed rate for each hour of service provided, the Company recognizes revenue in the amount for which the Company has the right to invoice as the Company believes the amount invoiced directly corresponds with the value to the customer of its performance completed to date.

Timing of revenue recognition may differ from the timing of invoicing to the Company’s customers. The Company records contract assets when revenue is recognized prior to invoicing. The Company’s contract assets are primarily related to the satisfied but unbilled performance obligations associated with project service agreements at the reporting date. As of January 31, 2026 and 2025, the contract assets for these unbilled receivables were not material, respectively. The Company’s contract liabilities consist of deferred revenue. The deferred revenue is primarily related to the nonrecurring engineering charges that are either invoiced or paid but performance obligations are not satisfied, as well as the portion of a transaction price that exceeds the weighted average selling price for products sold to date under tiered-pricing contracts that contain material rights. The deferred revenue is expected to be recognized over the period when performance obligations are satisfied associated with project service agreements, or over the course of the contract when products are delivered for future pricing below the weighted average selling price of the contract. The Company elects not to disclose the value of unsatisfied or partially unsatisfied performance obligations for contracts with original expected contract duration of one year or less, andelects to exclude amounts collected from customers for all sales taxes from the transaction price.

Cost of Revenue

Cost of revenue includes the cost of materials, such as wafers processed by third-party foundries, costs associated with packaging, assembly, testing and manufacturing support operations, such as logistics, planning and quality assurance, as well as personnel costs (including stock-based compensation) related to project service agreements. Cost of revenue also includes indirect costs, such as inventory valuation reserves, adverse purchase commitments, allocation of facility costs, amortization of developed technology and software licenses, warranty and other general overhead costs.

Research and development costs are expensed as incurred and consist primarily of personnel costs, product development costs, outside services, costs of development for software and hardware tools, costs and amortization of licensing intellectual property from third parties for product development, costs of fabrication of masks for prototype products, equipment expenses, depreciation of equipment and tools and allocation of facility costs.

Selling, general and administrative expenses consist of personnel costs, travel and trade show costs, legal expenses, amortization of trade name and customer relationships, professional services and occupancy costs. Advertising expenses were not material for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

Stock-Based Compensation

The Company measures stock-based compensation for equity awards based on the estimated fair value on the grant date, and recognizes that compensation as expense using the straight-line attribution method over the requisite service period, which is typically the vesting period of each award. The Company determines the fair value of restricted stock units with service conditions based on the fair market value of its ordinary shares on the grant date. The Company uses the Lattice pricing model and performs Monte Carlo Simulation to evaluate the fair value of restricted stock units with market conditions. The Company also uses the Black-Scholes option pricing model to determine the fair value of shares to be issued under its employee stock purchase plan, or ESPP, at the commencement of an offering period. The Company elects to account for forfeitures as they occur.

Income Taxes

The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company applies authoritative guidance for the accounting for uncertainty in income taxes. The guidance requires that tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date. Upon estimating its tax positions and tax benefits, the Company considers and evaluates numerous factors, which may require periodic adjustments and which may not reflect the final tax liabilities. The Company adjusts its financial statements to reflect only those tax positions that are more likely than not to be sustained under examination.

As part of the process of preparing consolidated financial statements, the Company is required to estimate its taxes in each of the jurisdictions in which it operates. The Company estimates actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as accruals and allowances not currently deductible for tax purposes. These differences result in deferred tax assets, which are included in the consolidated balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the consolidated statements of operations become deductible expenses under applicable income tax laws, or loss or credit carryforwards are utilized.

In assessing whether deferred tax assets may be realized, the Company considers whether it is more likely than not that some portion or all of deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

The Company makes estimates and judgments about its future taxable income based on assumptions that are consistent with its plans and estimates. Should the actual amounts differ from estimates, the amount of valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the consolidated statements of operations for the periods in which the adjustment is determined to be required.

Net Income (Loss) Per Ordinary Share

Basic earnings (losses) per share is computed by dividing net income (loss) available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings (losses) per share is computed by dividing net income (loss) available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period increased to include the number of additional ordinary shares that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, shares to be purchased under the Company’s ESPP and unvested restricted stock units. The dilutive effect of potentially dilutive securities is reflected in diluted earnings (losses) per share by application of the treasury stock method.

Comprehensive Loss

Comprehensive loss includes unrealized gains or losses from available-for-sale securities that are excluded from net loss.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This new guidance requires additional disclosures related to effective tax rate reconciliation, disaggregated income taxes paid and other modified income tax-related disclosures. The ASU shall be applied on a prospective basis with retrospective application permitted, and is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this new guidance on a prospective basis in fiscal year 2026. There was no material impact on its consolidated financial statements from the adoption of this new guidance. Refer to Note 14 Income Taxes for further information.

In November 2024, the FASB issued Accounting Standard Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new guidance requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of income statement. The ASU may be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this new guidance on its consolidated financial statements and 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. This new guidance simplifies the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standard Codification (ASC) 606, Revenue from Contracts with Customers, and allows all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. The new guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this new guidance on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Accounting for and Disclosure of Software Costs. This new guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The new guidance also specifies that the disclosures under ASC 360-10, Property, Plant, and Equipment — Overall apply to capitalized software costs accounted for under Subtopic 350-40, regardless of how those costs are presented in the financial statements. The new guidance may be applied using a prospective, retrospective or modified transition approach, and it is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted this new guidance using a prospective transition approach and there was no material impact on its consolidated financial statements and disclosures.

  1. Financial Instruments and Fair Value

The Company invests a portion of its cash in money market funds, fixed deposits and marketable debt securities that are denominated in United States dollars. The marketable debt security portfolio consists of corporate bonds, asset-backed securities and U.S. government securities. All of the investments are classified as available-for-sale securities and reported at fair value in the consolidated balance sheets as follows:

Amortized CostUnrealized GainsUnrealized LossesFair Value
(in thousands)
Money market funds and fixed deposits$61,000$—$—$61,000
Corporate bonds63,777382(2)64,157
Asset-backed securities21,38879(25)21,442
U.S. government securities35,814140(1)35,953
Total cash equivalents and marketable debt securities$181,979$601$(28)$182,552
Amortized CostUnrealized GainsUnrealized LossesFair Value
(in thousands)
Money market funds and fixed deposits (*)$48,398$—$—$48,398
Corporate bonds55,138111(123)55,126
Asset-backed securities20,41220(67)20,365
U.S. government securities30,3268(182)30,152
Total cash equivalents and marketable debt securities$154,274$139$(372)$154,041

The following table provides the breakdown of unrealized losses as of January 31, 2026 and 2025, respectively, aggregated by investment category and length of time that individual securities have been in a continuous loss position:

Less than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
(in thousands)
Corporate bonds$2,691$(2)$—$—$2,691$(2)
Asset-backed securities3,582(25)——3,582(25)
U.S. government securities6,771(1)——6,771(1)
Total marketable debt securities at loss position$13,044$(28)$—$—$13,044$(28)
Less than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
(in thousands)
Corporate bonds$23,200$(116)$2,144$(7)$25,344$(123)
Asset-backed securities8,052(51)4,343(16)12,395(67)
U.S. government securities20,380(169)4,809(13)25,189(182)
Total marketable debt securities at loss position$51,632$(336)$11,296$(36)$62,928$(372)
As of
January 31, 2026January 31, 2025
(in thousands)
Included in cash equivalents (*)$61,000$48,398
Included in marketable debt securities121,552105,643
Total cash equivalents and marketable debt securities$182,552$154,041

The contractual maturities of the investments at January 31, 2026 and 2025 were as follows:

As of
January 31, 2026January 31, 2025
(in thousands)
Due within one year (*)$84,844$79,954
Due in 1 - 5 years96,68574,087
Due in 5 - 10 years——
Due in greater than 10 years1,023—
Total cash equivalents and marketable debt securities$182,552$154,041

The unrealized gains and losses on the available-for-sale securities were primarily caused by fluctuations in market value and interest rates as a result of the economic environment. The Company estimates the expected losses at an individual security level whenever a security’s fair value is below its amortized cost basis using the discounted cash flow method. The credit-related portion of the loss is recognized in other income, net in the consolidated statements of operations but is limited to the difference between the fair value and the amortized cost basis of the security, adjusted for accrued interest. The non-credit-related portion of the loss is recognized in accumulated other comprehensive income (loss) in the consolidated balance sheets. The credit-related losses were not material for the fiscal years ended January 31, 2026, 2025 and 2024, respectively. The accrued interest on available-for-sale securities is included in marketable debt securities in the consolidated balance sheets. As of January 31, 2026 and 2025, the accrued interest was approximately $1.0 million and $0.8 million, respectively.

The following fair value hierarchy is applied for disclosure of the inputs used to measure the fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3—Unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The Company measures the fair value of money market funds and fixed deposits using quoted prices in active markets for identical assets and classifies them within Level 1. The fair value of the Company’s investments in other debt securities are obtained based on quoted prices for similar assets in active markets and are classified within Level 2.

The following tables present the fair value of the financial instruments measured on a recurring basis as of January 31, 2026 and 2025, respectively:

TotalLevel 1Level 2Level 3
(in thousands)
Money market funds and fixed deposits$61,000$61,000$—$—
Corporate bonds64,157—64,157—
Asset-backed securities21,442—21,442—
U.S. government securities35,953—35,953—
Total cash equivalents and marketable debt securities$182,552$61,000$121,552$—
TotalLevel 1Level 2Level 3
(in thousands)
Money market funds and fixed deposits (*)$48,398$48,398$—$—
Corporate bonds55,126—55,126—
Asset-backed securities20,365—20,365—
U.S. government securities30,152—30,152—
Total cash equivalents and marketable debt securities$154,041$48,398$105,643$—

(*): Prior period amounts denoted with an asterisk throughout this footnote have been adjusted to include the amount of a money market fund investment that was excluded from amounts originally reported. There is no impact on previously reported total cash and cash equivalents.

  1. Inventories

Inventories at January 31, 2026 and 2025 consisted of the following:

As of January 31,
20262025
(in thousands)
Work-in-progress$35,507$20,546
Finished goods16,73913,882
Total$52,246$34,428
  1. Property and Equipment, net

Depreciation expense was approximately $4.8 million, $4.7 million and $4.8 million for the fiscal years ended January 31, 2026, 2025 and 2024, respectively. Property and equipment at January 31, 2026 and 2025 consisted of the following:

As of January 31,
20262025
(in thousands)
Computer hardware and software$28,960$25,730
Tools and equipment9,0488,625
Furniture and fixtures2,2301,376
Leasehold improvements2,5603,455
Construction in progress839307
43,63739,493
Less: accumulated depreciation and amortization(32,084)(30,409)
Total property and equipment, net$11,553$9,084
  1. Intangible Assets, net

Intangible assets primarily consist of software licenses as well as developed technology, customer relationships and trade name that were acquired from business combinations.

The Company enters into certain software license agreements with third parties from time-to-time. The software licenses consist of noncancelable on-premise internal-use software and software with alternative use that is to be sold, leased or otherwise marketed as part of a product. The licenses have been capitalized as intangible assets and the corresponding future payments have been recorded as liabilities at net present value. As of January 31, 2026, software license liabilities of approximate $11.4 million were recorded in accrued and other current liabilities and $12.8 million were recorded in other long-term liabilities in the consolidated balance sheets.

The components of intangible assets as of January 31, 2026 and 2025 were as follows:

As of January 31, 2026As of January 31, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
(in thousands)
Software licenses$51,194$(9,279)$41,915$45,051$(18,755)$26,296
Developed technology21,200(13,018)8,18221,200(9,989)11,211
Customer relationships13,200(6,233)6,96713,200(4,767)8,433
Trade name2,500(1,518)9822,500(1,161)1,339
Total intangible assets, net$88,094$(30,048)$58,046$81,951$(34,672)$47,279

During the twelve months ended January 31, 2026, there were approximately $28.1 million of software licenses purchased and approximately $22.0 million of software licenses expired. The amortization expense associated with software licenses was approximately $12.3 million, $12.7 million and $11.5 million for the fiscal years ended January 31, 2026, 2025 and 2024, respectively. The amortization expense associated with acquisition-related intangible assets, including developed technology, customer relationship and trade name, was approximately $4.9 million, $4.9 million and $4.9 million for the fiscal years ended January 31, 2026, 2025 and 2024, respectively. As of January 31, 2026, the Company has not commenced amortization with respect to approximately $8.0 million of software licenses with alternative uses that are to be sold, leased or otherwise marketed as part of products. Once the associated products are available for general release to customers, the Company will commence amortization on a product-by-product basis over the remaining estimated economic life of the products. The expected future amortization expense related to these intangible assets as of January 31, 2026 is as follows:

As of
Fiscal Year(in thousands)
2027$18,167
202815,412
202911,642
20303,664
20313,144
Thereafter6,017
Total future amortization expenses:$58,046

There wereno intangible asset impairments for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

  1. Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination. The Company hasone reporting segment and accordingly, there is no goodwill assignment based on reporting units (refer to Note 16 Segment Reporting). As of January 31, 2026 and 2025, the total carrying amount of goodwill was $303.6 million, respectively. The Company does not amortize goodwill. Goodwill is tested for impairment at least annually, in the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that it may be impaired. There wasno goodwill impairment in the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

  1. Accrued and Other Current Liabilities

Accrued and other current liabilities at January 31, 2026 and 2025 consisted of the following:

As of January 31,
20262025
(in thousands)
Accrued employee compensation$31,251$22,941
Accrued product development costs37,23332,929
Software license liabilities, current11,4397,021
Development deposit liability13,50013,500
Other accrued liabilities4,5414,390
Total accrued and other current liabilities$97,964$80,781

The accrued employee compensation primarily consists of accrued payroll and accrued employee benefits, as well as employee stock purchase plan withholding. For the accrued employee compensation as of January 31, 2025, approximately $9.8 million of annual bonus was paid in fiscal year 2026, of which $3.7 million was paid in cash and $6.1 million was settled with fully vested restricted stock units. The timing ofnew and next-gen SoC development and invoicing from outside foundries usually results in fluctuation of accrued product development costs. The $13.5 million of development deposit liability as of January 31, 2026 and 2025, respectively, represents a cash advance from a customer for funding a development project that is subject to certain refund conditions.

  1. Leases

The lease obligations primarily consist of operating leases for the Company's headquarters and its foreign subsidiaries. In December 2024, the Company entered into a new office lease for its headquarters in Santa Clara, California with a term of 104 months from September 1, 2025 to April 30, 2034 and anoption to extend for an additional five years. The lease commencement date was established on September 1, 2025. Accordingly, an operating lease ROU asset of approximately $10.0 million, net of $0.5 million of lease incentives and prepayments, and a corresponding $10.5 million lease liability was recorded in the consolidated balance sheets as of the lease commencement date. The optional lease term is not recognized as part of the ROU asset and lease liability.

During the twelve months ended January 31, 2025, the Company extended certain facility leases for its international offices with lease periods expiring between fiscal years 2027 and 2031. An aggregate of approximately $3.6 million of additional operating lease ROU assets and corresponding lease liabilities were recorded in the consolidated balance sheets as a result of these lease extensions.

There were no material lease agreements entered into or modified during the twelve months ended January 31, 2024.

For the fiscal years ended January 31, 2026, 2025 and 2024, the operating lease expense was approximately $3.6 million, $3.8 million and $3.7 million, respectively. The Company's short-term leases and finance leases were immaterial as of January 31, 2026 and 2025, respectively.

Supplemental cash flow information related to the operating leases is as follows:

Year Ended January 31,
202620252024
(in thousands)
Cash paid for operating leases included in operating cash flows$2,220$3,800$3,877
Operating lease assets obtained in exchange for lease obligations$10,058$3,604$348

As of January 31, 2026, the weighted average remaining lease term is 7.0 years, and the weighted average discount rate is 8.04%. Future minimum lease payments for the lease liabilities are as follows:

As of
Fiscal Year(in thousands)
2027$3,013
20282,662
20291,896
20301,952
20312,003
Thereafter6,681
Total future annual minimum lease payments18,207
Less: interest(4,772)
Total lease liabilities$13,435
  1. Deferred Revenue

Deferred revenue is primarily related to nonrecurring engineering charges that are either invoiced or paid but for which, the related performance obligations are not yet satisfied, as well as, for product shipments, a portion of the transaction price that exceeds the weighted average selling price for products sold to date under tiered-pricing contracts that contain material rights. During the twelve months ended January 31, 2026, 2025 and 2024, the amount recognized as revenue that was included in deferred revenue at the end of prior fiscal year was approximately $9.9 million, $0.8 million and $2.2 million, respectively.

As of January 31, 2026, the amount of transaction price allocated to performance obligations that are unsatisfied, or partially unsatisfied, which primarily consists of NRE project service agreements and product purchase orders with original contract duration of more thanone year, was approximately $76.1 million, of which approximately 97% isexpected to be recognized within the next 12 months. This does not include consideration in contracts with an original expected contract duration of one year or less, or variable consideration that is constrained.

  1. Other Long-Term Liabilities

Other long-term liabilities at January 31, 2026 and 2025 consisted of the following:

As of January 31,
20262025
(in thousands)
Unrecognized tax benefits, including interest$1,105$1,008
Deferred tax liabilities560695
Software license liabilities, non-current12,7902,420
Other long-term liabilities43
Total other long-term liabilities$14,459$4,126

During the twelve months ended January 31, 2025, there were approximately $2.8 million of tax liabilities released due to lapse of related statutes of limitation and recognized as tax benefits in the consolidated statements of operations.

  1. Capital Stock

Preference shares

Since the Company’s initial public offering, or IPO, a total of 20,000,000 preference shares, with a $0.00045 par value per share, were authorized. There wereno preference shares issued and outstanding as of January 31, 2026 and 2025, respectively.

Ordinary shares

As of January 31, 2026 and 2025, the following ordinary shares were reserved for future issuance under the Company’s equity plans and employee stock purchase plan:

As of January 31,
20262025
Shares reserved for options, restricted stock and restricted stock units under equity plans3,811,6954,991,570
Shares reserved for employee stock purchase plan3,975,2303,636,591

Shares repurchased

On May 28, 2025, the Company's Board of Directors approved an extension of the Company's existing share repurchase program for an additional twelve months through June 30, 2026. During the three months ended April 30, 2025, the Company repurchased a total of 24,152 shares for approximately $1.0 million in cash. As of January 31, 2026, there was approximately $48.0 million available for repurchases under the current repurchase program through June 30, 2026. Repurchases may be made from time-to-time through open market purchases, 10b5-1 plans or privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of ordinary shares, and it may be suspended at any time at the Company’s discretion. The repurchase program is funded using the Company’s working capital and any repurchased shares are recorded as authorized but unissued shares.

  1. Employee Benefits and Stock-based Compensation

401(k) Plan

The Company maintains a defined contribution 401(k) plan (the 401(k) Plan) for all of its eligible U.S. employees. Under the 401(k) Plan, eligible employees may contribute up to the Internal Revenue Service annual contribution limitation. The Company is responsible for administrative costs of the Plan. The Company’s contribution expense for the fiscal years ended January 31, 2026, 2025, and 2024 was approximately $0.8 million, $0.7 million and $0.8 million, respectively.

Stock Option Plans

Amended and Restated 2021 Equity Incentive Plan. The Amended and Restated 2021 Equity Incentive Plan, or 2021 EIP, permits the grant of ISOs, within the meaning of Section 422 of the Code, to employees of the Company and any of the Company’s subsidiary or parent corporations, and the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors and consultants of the Company and any of the Company’s subsidiary or parent corporations’ employees and consultants. In the second quarter of fiscal year 2025, the Company's shareholders approved an increase of 1,750,000 shares to the ordinary shares reserved for issuance under the Amended and Restated 2021 EIP. Subject to adjustments upon changes in capitalization as provided under the 2021 EIP, the maximum aggregate number of ordinary shares that may be subject to awards and issued under the 2021 EIP will be equal to (a)3,100,000 shares plus (i) any shares subject to awards granted under the Company’s 2012 Equity Incentive Plan (the “Prior Plan”) that, after the date the Prior Plan was terminated, are cancelled, expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company due to failure to vest, and (ii) any shares that, as of immediately prior to the termination of the Prior Plan, were reserved but not issued pursuant to any awards granted under the Prior Plan and are not subject to any awards thereunder, with the maximum number of ordinary shares to be added to the 2021 EIP pursuant to clauses (i) and (ii) equal to 6,834,208 shares.

Oculii Corp. 2017 Stock Option Plan. The Oculii Corp. 2017 Stock Option Plan, or 2017 Plan, was assumed as part of the acquisition of Oculii. No additional awards will be granted under the 2017 Plan. However, all outstanding stock options previously granted under the 2017 Plan will remain subject to the terms of the 2017 Plan and any outstanding stock options that are cancelled or forfeited due to failure to vest will immediately expire from the 2017 Plan.

Restricted stock and restricted stock units granted to new employees vest as to 1/4th of the shares on the first anniversary service date of the grant and 1/16th of the shares vest every 3 months thereafter, so as to be 100% vested on the fourth anniversary of the vesting commencement date.

Vesting schedules for other service condition or market condition awards vary and are subject to approval by the Board of Directors.

Amended and Restated 2012 Employee Stock Purchase Plan. The Amended and Restated 2012 Employee Stock Purchase Plan, or ESPP, permits eligible participants to purchase ordinary shares at a discount through contributions up to 15% of their eligible compensation, subject to any IRS limitations. The ESPP provides each offering and purchasing period of six months in duration. The purchase price is 85% of the lower of the closing price of the Company’s ordinary shares on the first trading day of each offering period or on the purchase date.

In fiscal year 2026, the Company added 524,549 shares to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on February 1st of each fiscal year, the number of ordinary shares reserved for issuance under the ESPP is automatically increased by a number equal to the lesser of (i)1,500,000 ordinary shares, (ii) one and one quarter percent (1.25%) of the aggregate number of ordinary shares outstanding on such date, or (iii) an amount determined by the Company’s Board of Directors or a duly authorized committee of the Board of Directors.

Stock-based Compensation

The following table presents the classification of stock-based compensation for the periods indicated:

Year Ended January 31,
202620252024
(in thousands)
Stock-based compensation:
Cost of revenue$2,989$3,270$3,341
Research and development65,46873,02572,759
Selling, general and administrative29,58331,74835,216
Total stock-based compensation$98,040$108,043$111,316

As of January 31, 2026 and 2025, approximately $5.6 million and $6.2 million of stock-based compensation expense, respectively, was accrued in accrued and other current liabilities in the consolidated balance sheets. Total unrecognized compensation cost related to unvested restricted stock units at January 31, 2026 was $151.1 million and is expected to be recognized over a weighted-average period of 2.37 years. The stock options were fully vested and as a result, there wasno unrecognized compensation cost related to unvested stock options as of January 31, 2026.

There were no material stock modifications in fiscal years 2026 and 2025, respectively. In fiscal year 2024, the Company and its Compensation Committee of the Board of Directors approved an acceleration of vesting of certain unvested equity awards and one-time compensation settled through the issuance of restricted stock units associated with a departure of an executive. As a result, there were 24,559 shares of restricted stock units accelerated and approximately $1.6 million of additional stock-based compensation expense, net, recognized in the fiscal year ended January 31, 2024.

The following table sets forth the weighted-average assumptions used to estimate the fair value of employee stock purchase plan awards for the periods indicated:

Year Ended January 31,
202620252024
Employee stock purchase plan awards:
Volatility61%47%56%
Risk-free interest rate4.05%4.97%5.11%
Expected term (years)0.50.50.5
Dividend yield0%0%0%

For ESPP shares, the expected term represents the term from the first day of the offering period to the purchase date. The Company calculates expected volatility based on its own historical stock price for a period commensurate with the expected term. The risk-free interest rate is derived from the U.S. Treasury constant maturity rate for the respective period commensurate with the expected term. The expected dividend yield iszero because the Company has not historically paid dividends and has no present intention to pay dividends.

The following table summarizes stock option activities for the periods indicated:

Options Outstanding
Weighted-
Total Intrinsic · Average
Weighted- · Value of · Remaining · Aggregate
Weighted-AverageoptionsContractualIntrinsic
AverageGrant-dateExercisedTermValue
Shares · Exercise Price · Fair Value · (in thousands) · (in years) · (in thousands)
Outstanding at January 31, 2023484,791$42.18
Exercised(104,931)26.06$4,479
Forfeited(926)42.59
Expired(5,616)63.39
Outstanding at January 31, 2024373,31846.39
Exercised(144,519)36.90$3,128
Forfeited(71)102.29
Expired(2,112)70.63
Outstanding at January 31, 2025226,61652.20
Exercised(50,085)43.75$1,715
Expired(16,619)75.00
Outstanding at January 31, 2026159,91252.481.98$2,365
Exercisable at January 31, 2026159,912$52.481.98$2,365

The intrinsic value of options outstanding and exercisable is calculated based on the difference between the fair market value of the Company’s ordinary shares on the reporting date and the exercise price. The closing price of the Company’s stock was $64.04 on January 31, 2026, as reported by The Nasdaq Global Select Market. The intrinsic value of exercised options is calculated based on the difference between the fair market value of the Company’s stock on the exercise date and the exercise price.

The following table summarizes restricted stock unit activities for the periods indicated:

Weighted-
Average
Grant-Date
SharesFair Value
Unvested at January 31, 20232,573,359$86.81
Granted1,305,40170.32
Vested(1,220,608)78.62
Forfeited(225,512)81.79
Unvested at January 31, 20242,432,64082.54
Granted1,478,42562.40
Vested(1,106,546)76.43
Forfeited(159,140)115.67
Unvested at January 31, 20252,645,37971.84
Granted1,408,28874.30
Vested(1,129,790)72.85
Forfeited(301,880)82.84
Unvested at January 31, 20262,621,997$71.46

Total fair value of restricted stock units vested as of the respective vesting dates for the fiscal years ended January 31, 2026, 2025 and 2024 was approximately $72.5 million, $64.0 million, and $88.0 million, respectively. As of January 31, 2026, the aggregate intrinsic value of unvested restricted stock units was $167.9 million.

  1. Net Loss Per Ordinary Share

The following table sets forth the computation of basic and diluted net loss per ordinary share for the periods indicated:

Year Ended January 31,
202620252024
(in thousands, except share and per share data)
Numerator:
Net loss$(75,865)$(117,126)$(169,417)
Denominator:
Weighted-average ordinary shares - basic42,704,31241,303,28739,878,872
Weighted-average ordinary shares - diluted42,704,31241,303,28739,878,872
Net loss per ordinary share:
Basic$(1.78)$(2.84)$(4.25)
Diluted$(1.78)$(2.84)$(4.25)

The following weighted-average potentially dilutive securities were excluded from the computation of diluted net loss per ordinary share as their effect would have been antidilutive:

Year Ended January 31,
202620252024
Options to purchase ordinary shares76,920177,340234,088
Restricted stock units954,3961,737,3891,549,026
Employee stock purchase plan13,69114,73510,483
1,045,0071,929,4641,793,597
  1. Income Taxes

Loss before income taxes consisted of the following for the periods indicated:

Year Ended January 31,
202620252024
(in thousands)
U.S. operations$(25,108)$(35,572)$(33,953)
Non-U.S. operations(48,589)(82,156)(114,577)
Loss before income taxes$(73,697)$(117,728)$(148,530)

Income tax provision (benefit) consisted of the following for the periods indicated:

Year Ended January 31,
202620252024
(in thousands)
Current:
U.S. federal tax$29$(2,650)$303
U.S. state taxes441
Non-U.S. foreign taxes2,3162,3951,711
2,349(251)2,015
Deferred:
U.S. federal tax——18,909
U.S. state taxes———
Non-U.S. foreign taxes(181)(351)(37)
(181)(351)18,872
Provision (benefit) for income taxes$2,168$(602)$20,887

The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, on a prospective basis, in the fourth quarter of fiscal year 2026. A reconciliation of the Cayman Islands statutory income tax rate of 0% to the effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026, was as follows:

Year Ended January 31,
(dollars in thousands)
Federal income tax expense (benefit) at statutory rate$——
State and local income taxes——
Foreign Tax Effects:
US
Statutory tax rate difference between U.S. and the Cayman Islands(5,273)7.15%
Stock-based compensation3,333(4.52)%
Executive compensation1,560(2.12)%
Valuation allowance6,871(9.32)%
R&D credit(3,262)4.43%
Other64(0.09)%
Hong Kong
Statutory tax rate difference between Hong Kong and the Cayman Islands1,060(1.44)%
Taiwan
Statutory tax rate difference between Taiwan and the Cayman Islands533(0.72)%
China
Statutory tax rate difference between China and the Cayman Islands330(0.45)%
Other foreign jurisdictions
Statutory tax rate difference between other foreign jurisdictions and the Cayman Islands115(0.15)%
Change in unrecognized tax benefits(3,163)4.29%
Total tax expense$2,168(2.94)%

Pursuant to the disclosure requirements of ASU 2023-09, the following table presents income taxes paid, net of refunds received, for the year ended January 31, 2026:

Year Ended January 31,
(in thousands)
Income taxes paid (net of refund):
Cayman Islands - Federal$—
Cayman Islands - State—
Foreign:
Taiwan436
Italy629
China329
Hong Kong921
Other foreign jurisdictions(47)
Total foreign jurisdictions2,268
Total income taxes paid$2,268

The Company consists of a Cayman Islands parent company with various foreign and U.S. subsidiaries. Under the current laws of the Cayman Islands, the Company is not subject to tax on its income. For purposes of the reconciliation, prior to adoption of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, between the provision (benefit) for income taxes at the statutory rate and the effective tax rate, a notional U.S.21% rate is applied to pretax income (loss) as a result of the following for the periods indicated, respectively:

Year Ended January 31,
20252024
(in thousands)
Provision at U.S. notional statutory rate$(24,723)$(31,191)
U.S. state taxes26
Non-U.S. foreign tax differential19,29325,736
Stock-based compensation6,9854,847
U.S. R&D credit(5,109)(7,232)
Valuation allowance5,02228,311
Interest related to uncertain tax positions1245
Uncertain tax position release(2,766)—
Other682365
Provision (benefit) for income taxes$(602)$20,887

Temporary differences that gave rise to significant portions of the Company’s deferred tax assets and liabilities at January 31, 2026 and 2025 were as follows:

As of January 31,
20262025
(in thousands)
Deferred tax assets:
Federal and state credits$68,077$59,102
Net operating losses9,5166,333
Expenses not currently deductible1,1553,822
Operating lease liabilities2,708611
Stock-based compensation2,4442,877
Other deferred tax assets417496
Gross deferred tax assets84,31773,241
Valuation allowance(77,336)(68,047)
Total deferred tax assets$6,981$5,194
Deferred tax liabilities
Intangible assets(3,750)(4,379)
Property and equipment(929)(450)
Operating lease assets(2,432)(839)
Total deferred tax liabilities(7,111)(5,668)
Net deferred tax liabilities$(130)$(474)

Tax valuation allowance for the periods indicated below were as follows:

Deductions
Additions · Charged to
Balance atAdditionsCharged toExpensesBalance at
Beginning ofCharged toOtheror OtherEnd of
PeriodExpensesAccountAccountsPeriod
(in thousands)
Tax Valuation Allowance
Year ended January 31, 2026$68,0479,289——$77,336
Year ended January 31, 2025$60,0368,011——$68,047
Year ended January 31, 2024$28,59631,440——$60,036

The Company conducts its business in several countries and regions and is subject to taxation in those jurisdictions. The Company is incorporated in the Cayman Islands with foreign subsidiaries in the U.S., China, Taiwan, Italy and other foreign countries and regions. As such, the Company’s worldwide operating income is subject to varying tax rates and its effective tax rate is highly dependent upon the geographic distribution of its earnings or losses and the tax laws and regulations in each geographical region. Consequently, the Company has experienced lower effective tax rates as a substantial amount of its operations are conducted in lower-tax jurisdictions. If the Company’s operational structure was to change in such a manner that would increase the amount of operating income subject to taxation in higher-tax jurisdictions, or if the Company was to commence operations in jurisdictions assessing relatively higher tax rates, its effective tax rate could fluctuate significantly on a quarterly basis and/or be adversely affected. Dividend distributions received from the Company’s U.S. subsidiary and certain other foreign subsidiaries may be subject to local country withholding taxes when, and if, distributed. Deferred tax liabilities have not been recorded on unremitted earnings of certain subsidiaries because management’s intent is to indefinitely reinvest any undistributed earnings in those subsidiaries. If dividend distributions from those subsidiaries were to occur, the liability as of January 31, 2026, would be approximately $9.1 million.

As of January 31, 2026, and 2025, the Company had net deferred tax liabilities after valuation allowance of $0.1 million and $0.5 million, respectively. The Company continued to evaluate the need for a valuation allowance by considering among other things, the nature, frequency and severity of current losses, reversal of taxable temporary differences, tax planning strategies, future projections in the U.S. and the duration of statutory carryforward periods. Based on the current projections of the Company’s future taxable income, and overall evaluation of other related evidence, management determined it is not more likely than not that the U.S. deferred tax assets will be realized, and therefore, valuation allowance remains necessary.

The Company has Federal and California net operating losses of $45.0 million and $1.0 million, respectively, as of January 31, 2026. The Federal net operating loss can be carried forward indefinitely, if not utilized. The California net operating loss begins to expire in fiscal year 2044, if not utilized. For financial statement purposes these carry forwards are offset by reserves for uncertain tax positions.

The Company also has Federal and California state research and development credit carryforwards of approximately $35.1 million and $41.7 million, respectively, as of January 31, 2026. The Federal credits begin to expire in the fiscal year 2036. The California credits can be carried forward indefinitely.

Utilization of the net operating loss and research credit carryforwards may be subject to an annual limitation due to the ownership percentage change limitations as defined by the U.S. Internal Revenue Code Section 382, as amended, and similar state provisions as well as separate return year limitation which limits the utilization of loss generated before a company joins the consolidated filing group. The annual limitations may result in the expiration of the U.S. Federal and state net operating loss (NOL) and research credit carryforwards before utilization. The Company has a full valuation allowance against all U.S. deferred tax assets due to lack of more likely than not future utilization of these deferred tax assets.

The Company applies the provisions of FASB’s guidance on accounting for uncertainty in income taxes. As of January 31, 2026, the Company had approximately $18.4 million in unrecognized tax benefits, $1.1 million of which would affect the Company’s effective tax rate if recognized. The remainder of the unrecognized tax benefits would not affect the effective tax rate due to the full valuation recorded for U.S. deferred tax assets. The following table sets forth a reconciliation of the beginning and ending amount of unrecognized tax benefits:

Year Ended January 31,
202620252024
(in thousands)
Beginning balance:$20,496$22,628$21,656
Additions based on tax positions related to the current year1,4182,123997
Additions for tax positions of prior years——168
Reductions for tax positions in prior years——(38)
Settlements for prior periods———
Lapse of applicable statute of limitations(3,554)(4,255)(155)
Ending balance:$18,360$20,496$22,628

The Company classified $0.9 million and $0.9 million of income tax liabilities as other long-term liabilities as of January 31, 2026, and 2025, respectively, because payment of cash or settlement is not anticipated within one year from the balance sheet date.

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company recorded an expense of $0.1 million, a benefit of $0.5 million, and an expense of $0.05 million for interest and penalties related to uncertain tax positions for the fiscal years ended January 31, 2026, 2025 and 2024, respectively. The Company recorded noncurrent liabilities of $0.2 million and $0.1 million related to interest and penalties for uncertain tax positions at January 31, 2026, and 2025, respectively.

The primary jurisdiction where our foreign earnings are derived is the Cayman Islands, where the Company is domiciled. The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. state and foreign jurisdictions. As of January 31, 2026, the Company’s fiscal year 2023 through 2026 tax years are generally open and subject to potential examination by U.S. federal tax authorities. The Company’s fiscal year 2022 through 2026 tax years are generally open and subject to potential examination by state tax authorities. The Company’s fiscal years 2019 to 2026 remain open to examination by foreign tax authorities. Fiscal years outside of the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those earlier years, which have been carried forward and may be audited in subsequent years when utilized.

The Company regularly assesses the likelihood of adverse outcomes resulting from potential tax examinations to determine the adequacy of its provision for income taxes. These assessments can require considerable estimates and judgments. During the fiscal year ended January 31, 2026, the gross amount of unrecognized tax benefits decreased by approximately $2.1 million to $18.4 million. The decrease was primarily due to the release of certain reserves for uncertain tax positions where the statute of limitation has lapsed, offset by reserves for uncertain tax positions related to research credits. If the estimates of income tax liabilities prove to be less than the ultimate assessment, then a further charge to expense and balance sheet tax footnote disclosure could be required. If events occur, and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities could result in tax benefits being recognized in the period in which the Company determines the liabilities are no longer necessary.

As of January 31, 2026, the Company’s long-term income taxes payable, including estimated interest and penalties, was approximately $1.1 million. The Company was unable to make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audits, if any, or their outcomes.

  1. Commitments and Contingencies

Contract Manufacturer Commitments

The Company’s components and products are procured and built by independent contract manufacturers based on sales forecasts. These forecasts include estimates of future demand, historical trends, analysis of sales and marketing activities, and adjustment of overall market conditions. The Company regularly issues purchase orders to independent contract manufacturers which are cancelable upon agreement between the Company and third-party manufacturers. These manufacturing purchase commitments typically provide the Company with flexibility to cancel, reschedule or adjust requirements based upon business needs but the Company may incur certain costs depending on the production stage of the products. As of January 31, 2026 and 2025, total manufacturing purchase commitments were approximately $80.4 million and $56.4 million, respectively. The Company also reviews and assesses the need for any expected loss liabilities on quarterly basis for all products that it does not expect to sell for which it has committed purchases from suppliers. There wereno material loss liabilities recorded in the consolidated balance sheets from adverse purchase commitments as of January 31, 2026 and 2025, respectively.

Other Commitments

From time-to-time, the Company enters into noncancellable service contracts with third-parties for IT infrastructure services and support and maintenance for software licenses. As of January 31, 2026, the total committed payments for these services were approximately $12.4 million.

Indemnification

The Company, from time to time, in the normal course of business, indemnifies certain vendors with whom it enters into contractual relationships. The Company has agreed to hold the other party harmless against third-party claims in connection with the Company’s future products. The Company also indemnifies certain customers against third-party claims related to certain intellectual property and product liability matters. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. The Company hasnot made payments under these obligations as of January 31, 2026, andno liabilities have been recorded for these obligations in the consolidated balance sheets as of January 31, 2026 and 2025, respectively.

Other Matters

From time to time, the Company is subject to commercial disputes, employment issues, intellectual property claims and litigation, in the ordinary course of its business. Although the ultimate disposition of asserted claims cannot be predicted with certainty, it is the Company’s belief that the outcome of any such claims, either individually or on a combined basis, will not have a material adverse effect on its consolidated financial position. The results of any litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. As of January 31, 2026 and 2025, there wereno accruals for contingent liabilities related to such matters recorded in the consolidated balance sheets.

  1. Segment Reporting

The Company operates asa single operating and reportable segment and derives substantially all of its revenue from development and sales of low-power AI-based processing and video and image processing SoC solutions. In determination of a reportable segment, the Company considers the research and development deployed, the nature of production process, the distribution channels of SoCs, as well as the Company’s management structure. The Chief Executive Officer of the Company has been identified as the Chief Operating Decision Maker (the CODM) and manages the Company’s operations as a whole. The CODM uses net loss presented on a consolidated basis to evaluate the financial performance and allocate resources. The CODM also monitors budget versus actual results of the operating segment. The measure of reportable segment assets is reported within the consolidated balance sheets as total assets. The accounting policies for the measurement of net loss and total assets of the reportable segment have been described in the Note 1, Organization and Summary of Significant Accounting Policies.

Geographic Revenue

The following table sets forth the Company’s revenue by geographic region based on bill-to location for the periods indicated.

Year Ended January 31,
202620252024
(in thousands)
Taiwan$271,928$179,324$119,601
Asia Pacific other than Taiwan71,03261,66358,506
Europe20,06522,77811,949
North America other than United States21,83318,07425,754
United States5,8443,02610,664
Total revenue$390,702$284,865$226,474

Substantially all of the Company’s property and equipment were located in the United States, Taiwan, Europe and Asia Pacific region other than Taiwan. As of January 31, 2026, the net amount of these fixed assets located in these regions was approximately $6.6 million, $3.6 million, $1.1 million and $0.3 million, respectively. As of January 31, 2025, the net amount of these fixed assets located in these regions was approximately $3.7 million, $4.0 million, $1.1 million and $0.3 million, respectively.

Additional Segment Information

The following table presents the significant segment expenses included in the consolidated net loss for the periods indicated:

Year Ended January 31,
202620252024
(in thousands)
Total revenue$390,702$284,865$226,474
Less cost and expense:
Product cost153,419106,23783,221
Employee-related131,015115,188110,601
Stock-based compensation98,040108,043111,316
Semiconductor development cost33,41528,04924,680
Tools & equipment27,11826,08923,202
Professional services14,78514,35913,012
Facilities-related11,74710,76510,983
Other segment items (a)5,9171,98826,713
Interest income(8,889)(8,727)(7,837)
Net loss$(75,865)$(117,126)$(169,417)

(a) The other segment items include amortization of intangible assets acquired from business combinations, non-operating (income) expenses, income tax provision (benefit) and other immaterial items.

Major Customers

The customer representing 10% or more of revenue for the fiscal years ended January 31, 2026 and 2025 was WT, which accounted for approximately 70% and 63% of total revenue, respectively. The customers representing 10% or more of revenue for the fiscal year ended January 31, 2024 were WT and Chicony, which accounted for approximately 53% and 14% of total revenue, respectively. Accounts receivable with WT was approximately $24.6 million and $12.3 million as of January 31, 2026 and 2025, respectively.

  1. Subsequent Events

From February 1, 2026 to March 20, 2026, the Company repurchased a total of 18,702 shares for approximately $1.0 million in cash. As of March 20, 2026, there was approximately $47.0 million available for repurchases under the repurchase program through June 30, 2026.

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