MACOM Technology Solutions Holdings Inc

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 2024 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 2024 Annual Report on Form 10-K, except as notdiscussed below.

Changes in U.S. Government Administration Could MaPart II, Item 1A. Risk Factors in our Quarterially Affect Our Business, Financily Report on Form 10-Q for the fiscal quarter ended January 3, 2025, as filed with the SEC on February 6, 2025, and as noted below.

Adverse global Coneconomic condition and Rs, including as a results of Operatievolving impacts from global tariffs, sanctions

We operate in a highly regulated industry, and or other trade tensions, and our ability to effectively respond to rapidly changes in the U.S. political landscape can significanting rules and regulations, could negatively impact our business. The recent changes, results of operations and financial condition and liquidity.

A slowdown in the U.S. Government Adminiglobal economy or in a particular region or industration may result y, uncertainty and volatility in financial markets and other unfavorable changes in substantieconomic conditions, such as inflation or major central modificabank policy actions to law, as well as and regulat increase in trade tensions and related tariffs, including, but not limited to, those related toe implementation of new tariffs and retaliatory trade policies, tariffs, export controlmeasures, could negatively impact our business, financial condition and liquidity. In addition, as rules and technology transfers. New executive orderregulations rapidly change across multiple jurisdictions, we could be negatively impacted by any failure to effectively respond to such changes. These risks may be particularly acute in the semiconductor industry, where cyclical demand patterns and legislative actionsrapid technological changes can amplify economic headwinds.

Adverse global economic could alter nditions have, in the business environmentpast, caused significant slowdowns in the industries and markets in which we operate.

The new administ, adversely impacting our business and results of operation may implement new policies or reverse exiss. Macroeconomic weakness and uncertainty may also make it more difficult to accurately forecast operating ones, affecting our internaresults and raise or refinance debt. An escalational  of trade relattensions. The imposition of new tariffs or t between the United States and its trade barriing partners, particularly o has resulted in the semiconductor industry, could increaserade restrictions and tensions the cost of at may harm our raw materialability to participate in some markets or acompete effect ouively and could limit our ability to sell products in internationalcertain markets. Additionally, changes in U.S. foreign policy or trade agreements may impact or source components from specific suppliers, potentially disrupting our supply chain,  and manufacturing and distributioncapabilities. Sustained uncertainty about, or worsening of our products. F, current global economic conditions and furthermore, new regu tariffs and escalations or changes to existf trade tensions between the U.S. and its trading regulationpartners and the decoupling of the global economies could require us to modify our operations and incur additional expensessult in an economic slowdown and long-term changes to global trade. Such events may also (i) cause our customers to reduce, delay or forgo technology spending, (ii) result in customers sourcing products from other suppliers not subject to comply with the new legal strestrictions or tariffs, (iii) intensify pricing pressures and (iv) lead to the insolvency or consolidation of key suppliers andard customers. TAny or all of these changefactors could disrupt negatively impact demand for our products and our business o, financial condition and results of operations and negativel.

We may be unable to successfully impact our profitability.

Furntegrate the businesses and personnel of acquired companies and businesses, and may not realize ther, the new administra anticipated synergies and benefits of such acquisitions.

We may reverse or modifybe unable to realize the termsexpected benefits from acquisitions of the CHIPS Act and associated funding provcompanies and certain businesses of companies because of integration difficulties or other challenges. The success of our acquisitions and opportunities contained will depend, in part, on our ability to realize all or some of the anticipated synergies and otherein and resul benefits from integrating the acquired businesses with our existing therefrom, pobusinesses. Integration activities can be costly, complex and time consuming. The potentiall difficulties we may freezing or retracace in integrating the provisionoperations of government funding undeour acquisitions include, among others: failure to implement our business plans for the CHIPS Act combined businesses and impacting our abiliconsolidation or expansion of production capacity to execute ouas planned and where applicable; unexpected losses of key employees, customers or strategic investment plan and to negotiateuppliers of our acquired companies and businesses; unanticipated issues in conforming our acquired companies and finalize a definitive agreebusinesses standards, processes, procedures and controls with our operations; coordinating new product and process development with a; increasing the scope, geographic diversity and receive funding complexity of our operations; diversion of managements attention from othe Federal and State governments.

In addition, any significantr business concerns; adverse effects on our or our acquired companies and businesses existing business relationships; unanticipated changes enacted by the currin applicable laws and regulations; operating risks inherent U.S. Government Administin our acquired companies and businesses business and operation to the Code or specifically to s; unanticipated expenses and liabilities; potential unfamiliarity with our acquired companies and businesses technology, products and markets, which may place us at a competitive disadvantage; and other difficulties in the Tax Cutassimilation of our acquired companies and Jobs Act (the U.S. Tax Act) enactedbusinesses operations, technologies, products and systems. For example, in 2017, or to regulatory guidance associatedDecember 2023, we acquired certain assets and specified liabilities of the RF business of Wolfspeed, Inc. (the RF Business Acquisition). In connection with the U.S. TaxRF Business Act, could materially adversquisition, we expect to assume control of a wafer fabrication facility in Research Triangle Park, North Carolina approximately affect our two years following the closing of the RF Business Acquisition. Any delay or failure to effective tax rate.

Any ly integrate or effect the transfer of such changesfacility could have a material adverse effect only impact our business and results of operations.

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Any our acquired companies and business, fies may have unancial conditionticipated or larger than anticipated liabilities for patent and resulttrademark infringement claims, violations of operaapplicable laws, rules and regulations. We are actively monitor, commercial disputes, taxes and other known and unknown types of liabilities. There may be liabilities that we underestimated or did not discover in the course of performing policy developour due diligence investigation of our acquired companies and businesses. We may have no recourse or limited recourse under the applicable acquisition-related agreements; howe to recover, there can be no assurance damages relating to the liabilities of our acquired companies and businesses.

We may not be able to maintain or increase the levels of revenue, earnings or operating efficiency that we will be s, and each of our acquired companies and businesses, had historically achieved or might achieve separately. In addition, we may not accomplish the integration smoothly, successful in mitigly or within the anticipated costs or timeframe. If we experience difficulties with the integrating on process or if the risks posed by changbusiness of our acquired companies or businesses deteriorates, the anticipated cost savings, growth opportunities and other synergies in government policies andof our acquired companies and businesses may not be realized fully or at all, or may take longer to realize than expected. If any of the above risks occur, our business, financial condition, regulsults of operations and cash flows may be materially and adversely impacted, we may fail to meet the expectations of investors or analysts, and our stock price may decline as a result.