DIOD

• Gold price fluctuations can affect cost of sales, margins, cash flows and financial condition, and significant increases could hurt results if not offset by pricing, productivity, substitutions or other measures.
• The company enters into commodity hedging arrangements, including gold-linked derivative instruments, to reduce variability of cash flows and earnings tied to forecasted gold purchases or usage.
• Hedges may not fully offset price changes and expose the company to basis risk, counterparty risk, liquidity risk and the risk that positions do not qualify for hedge accounting treatment.
• A hypothetical 10% change in gold prices as of June 30, 2026, holding notional amounts and forecasted exposures constant, would change the fair value of gold derivatives and the cost of forecasted gold purchases correspondingly.
• Actual impact depends on notional amount, tenor, structure, purchase volume and timing, cash flow hedge designation, and the extent derivative fair value offsets underlying cost; the program mitigates but does not eliminate commodity price risk.

The Company is not a party to any pending litigation that we consider material. From time to time, we are involved in various legal proceedings that arise in the normal course of business. While we intend to defend any lawsuit vigorously, we presently believe that the ultimate outcome of any pending legal proceeding will not have any material adverse effect on our financial position, cash flows, or operating results. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, which could impact our business and operating results for the period in which the ruling occurs or future periods.

There have been no material changes to our risk factors from those disclosed in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 10, 2026 except as set forth below. Our ability to complete our acquisition of ElevATE is subject to various closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the transaction not to be completed; and if we are able to complete the transaction, we may be unable to realize the anticipated benefits. On July 10, 2026, we entered into a Merger Agreement to acquire ElevATE Semiconductor, Inc. The acquisition is subject to customary closing conditions, including certain regulatory approvals, as specified in the Merger Agreement. No assurance can be given that the required conditions to closing will be satisfied, and, even if all required approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals. Any delay in completing the acquisition could cause the Company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the acquisition is successfully completed within its expected time frame. Even if the transaction closes timely, we also cannot be sure that we will recognize the anticipated benefits of the transaction. If we are unable to successfully maximize the benefits of our acquisition of ElevATE, our business, financial condition and operating results could be adversely affected