Introduction Silicon Motion was originally incorporated under the name Silicon Motion Technology Corporation in the Cayman Islands in January 2005. In April 2005, we acquired Silicon Motion, Inc., a Taiwan corporation (“SMI Taiwan”). Originally SMI Taiwan was known as Feiya Technology Corporation (“Feiya”), a Taiwan corporation, which was incorporated in April 1997. Feiya changed its name to SMI Taiwan, in August 2002, after acquiring Silicon Motion, Inc., a California corporation (“SMI USA”), which was incorporated in November 1995. Feiya was originally a flash memory products company and SMI USA was a graphics processor company. Silicon Motion is incorporated in the Cayman Islands and operates under Cayman Islands laws with our principal executive office located in Hong Kong. We are a global leader in developing NAND flash controllers for SSDs and other solid state storage devices. We have over 20 years of experience developing specialized processor ICs that manage NAND components and deliver market leading, high-performance storage solutions widely used in enterprise and hyperscale data centers, PCs, smartphones and commercial and industrial applications. We have one of the broadest portfolios of controller intellectual property developed from our deep understanding of NAND characteristics, which enables us to design unique, highly optimized configurable IC’s plus related firmware controller platforms and complete turnkey controller solutions. In the last ten years, we have shipped over six billion NAND flash controllers. More NAND flash components, including current and up-coming generations of flash produced by Kioxia, Micron, Samsung, SK Hynix (and Hynix’s subsidiary, Solidigm), Sandisk and Yangtze Memory Technologies Corp. (“YMTC”), are supported by Silicon Motion controllers than any other company. Our customers include NAND flash makers, module makers, hyperscalers and OEMs. 26 Table of Contents We are a leading supplier of SSD controllers used in PCs and other client devices and leading merchant supplier of eMMC/UFS controllers used in smartphones and Internet of things (“IoT”) devices. We also leverage our controller expertise to supply specialized small single-chip form factor SSDs for industrial, commercial and automotive applications. We market our controllers for PCs and eMMC/UFS under the “SiliconMotion” brand and its logo, “FerriSSD,” “Ferri-UFS” and “Ferri-eMMC” for storage solutions, and “MonTitan” for enterprise SSD controller. Our principal executive offices are located at Flat C, 19/F, Wing Cheong Commercial Building, Nos 19-25 Jervois Street, Hong Kong. The address of our United States operating subsidiary, SMI USA, is 690 N. McCarthy Blvd., Suite 200, Milpitas, California 95035. The address of our Taiwan operating subsidiary, SMI Taiwan, is 8/F, #36 Taiyuan St., Jhubei, Hsinchu 30265, Taiwan. Our ADSs, each representing four of our ordinary shares, have been listed and traded on Nasdaq since June 2005. Our website address is www.siliconmotion.com. The information on our website should not be deemed to be part of this annual report. Additionally, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information, as applicable, regarding registrants that make electronic filings with the SEC using its EDGAR system. Please refer to “Operating and Financial Review and Prospects — Liquidity and Capital Resources” in Item 5 below for a discussion of our capital expenditures in the past three years. Termination of the Merger Agreement with MaxLinear On May 5, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MaxLinear, Inc., a Delaware Corporation (“MaxLinear”), and Shark Merger Sub, an exempted company with limited liability incorporated under the law of the Cayman Islands and a wholly owned subsidiary of MaxLinear, pursuant to which the Company agreed to be acquired by MaxLinear (collectively, the “Transaction”). On August 31, 2022, shareholders at the Company’s Extraordinary General Meeting of Shareholders approved the Transaction. On July 26, 2023, the Company and MaxLinear received antitrust approval from the State Administration for Market Regulation of the People’s Republic of China (“SAMR Approval”). Shortly after receiving SAMR Approval, the Company received notice from MaxLinear of its purported termination of the Merger Agreement. MaxLinear did not provide any factual basis for its purported termination, and the Company believes its actions constituted a willful and material breach of the Merger Agreement. The Company has filed a claim in the Singapore International Arbitration Centre (the “SIAC”), which is the venue for dispute resolution under the Merger Agreement, and is currently pursuing payment of the termination fee of US$160 million, together with further substantial damages, interest and costs. Under the SIAC Arbitration Rules, all matters relating to the proceedings are confidential. Significant Subsidiaries of the Company Below is a list of significant subsidiaries of the Company. All subsidiaries are wholly owned. Name of Entity Jurisdiction of Incorporation Silicon Motion, Inc. Taiwan Silicon Motion Technology (Macao) Ltd. Macau Silicon Motion Technology (HK) Ltd. Hong Kong Our Market and Products We focus primarily on designing, developing and marketing: (i) NAND flash controllers for solid state storage devices, primarily SSDs used in data centers, PCs and other client devices and eMMC and UFS mobile 27 Table of Contents embedded storage used in smartphones and IoT devices and (ii) SSD solutions, primarily small form-factor specialized SSDs used in industrial, commercial and automotive applications. In 2023, 55% to 60% of our net sales were of SSD controllers, 25% to 30% were eMMC and UFS controllers and 5% to 10% were SSD solutions. In 2024, 50% to 55% of our net sales were of SSD controllers, 35% to 40% were eMMC and UFS controllers and 5% to 10% were SSD solutions. In 2025, 45% to 50% of our net sales were of SSD controllers, 40% to 45% were eMMC and UFS controllers and 0% to 5% were SSD solutions. We generated 91%, 98% and 99% of our revenue in 2023, 2024 and 2025, respectively, from sales outside the United States, and for the year ended December 31, 2025, 79% of our revenue was from sales in three jurisdictions China, Japan and Singapore. NAND Flash Controllers We offer a broad range of controllers for developing different categories of solid-state storage devices that are used in a wide variety of applications. We provide controllers for computing-grade SSDs used in PCs and other client devices, enterprise-grade SSDs used in data centers, eMMC and UFS mobile embedded storage used in smartphones and IoT devices, enterprise-grade SSDs used in enterprise and hyperscale data centers, flash memory cards and flash drives used as expandable storage and specialized SSDs used in industrial, commercial and automotive applications. For most of these applications, we offer customers controllers, which are designed for a range of different price-performance trade-offs that enable the targeting of different market segments, such as value-line, mainstream and premium. Our controllers are a combination of ICs and firmware and are offered as configurable platforms or turnkey solutions, which provide customers with options to customize products to achieve desired differentiation or focus on fast time-to-market. Since SSDs and mobile embedded storage products are defined by continuously evolving industry standards such as those relating to, but are not limited to, the Peripheral Component Interconnect Express, or PCIe, host interface, nonvolatile memory express, or NVMe, data transfer protocol and UFS storage specification, we provide controllers for the latest versions of these industry standards and design our solutions for customers to build storage devices with competitive product performance and compatibility with host devices. Our controllers are also designed to support the majority of the latest and next generations of NAND flash components manufactured by vendors such as Kioxia, Micron, Samsung, SK Hynix (and Hynix’s subsidiary, Solidigm), Sandisk and YMTC, which enable customers to have wide choices of components for developing and building storage devices. Controllers integrate technologies that are critical to their functionality and these include advanced error correction codes, or ECC, and digital signal processing, or DSP, engines for ensuring data reliability and sophisticated wear-leveling algorithms for maximizing the usable life of NAND flash components. We may also incorporate other technologies in our controllers such as encryption, power-loss protection, multimedia digital rights management and active temperature monitoring. Enterprise Products We are expanding our business into the enterprise market through the development of PCIe (our MonTitan controllers and boot drive controllers and solutions) and Serial Advanced Technology Attachment (SATA) SSD controllers. These new products have been developed given the rapid adoption of NAND in enterprise storage driven by AI and other high-performance applications. Our MonTitan products leverage Quad-Level Cell (QLC) and Triple-Layer Cell (TLC) NAND flash to target the growing markets for enterprise-class storage solutions, evolving “compute” requirements and high density warm storage (nearline SSD) in AI infrastructure. In high performance, high capacity QLC SSDs, our MonTitan solutions offer significant advantages over hard disk drives (HDDs) in performance, reduced size and lower power requirements to cloud service providers, hyperscalers, large enterprises and other customers. Our TLC-based MonTitan SSD solutions target high-performance, lower latency caching for the rapidly increasing demands within AI datacenters. As with our consumer products, our MonTitan controllers have been developed to support flash manufactured by key NAND manufacturers, allowing our customers to choose which components work best for their enterprise-class storage devices. In addition to our MonTitan suite of enterprise-class storage controllers, we have developed boot drive storage controllers and full solutions to address the growing opportunity in AI network accelerators, switches and 28 Table of Contents other devices. As hyperscalers and enterprise customers expand server deployments, boot SSDs are becoming increasingly critical given the need for higher performance, improved power efficiency, enterprise-class security and reliable performance. We are expanding our boot drive portfolios leveraging PCIe and SATA as the market is increasingly a strategic focus for Silicon Motion. SSD Solutions We use our unique controller technology to develop Ferri SSD and enterprise boot drive solutions that pair our controllers with NAND memory components. Our FerriSSDs, Ferri-eMMCs, and Ferri-UFS products are highly reliable industrial-, commercial- and automotive-grade single-chip SSDs, which are developed for a wide-range of embedded applications that require high data rate, small form factor and compliance with industry standards. Our enterprise boot drives are developed for a wide-range of embedded storage requirements of server, enterprise and networking equipment, critical in data centers, AI infrastructure and enterprise solutions. We offer customers firmware customization for performance tuning as a value-added service. Our Customers We sell our products to NAND flash makers, module makers and OEMs worldwide that service multiple markets including computing, data center, mobile, automotive and industrial markets. Most of our high — performance flash memory storage controllers are supplied to NAND flash manufacturers. We are a leading supplier of SSD controllers used in PCs, mobile phones, data centers, automotive and other client devices and a leading merchant supplier of eMMC and UFS controllers used in smartphones and IoT devices. Sales to our five largest customers represented approximately 61%, 66% and 66% of our net revenue in 2023, 2024 and 2025, respectively. Sales to our customers constituting more than 10% of our net revenue represented, in the aggregate, 45%, 57% and 58% of our net revenue in 2023, 2024 and 2025, respectively. Our customers constituting more than 10% of our net revenue were (i) Micron, SK Hynix and AFASTOR in 2023, (ii) Micron, Kioxia, PHISEMI and AFASTOR in 2024 and (iii) PHISEMI, Kioxia, AFASTOR, and Micron in 2025. The identities of our largest customers and their respective contributions to our net revenue may vary from period to period. The majority of our customers purchase our products through purchase orders, as opposed to entering into long-term contracts with us. The price for our products is typically agreed upon at the time a purchase order is placed. Sales and Marketing We market and sell our products worldwide through a combination of direct sales personnel and independent electronics distributors. Our direct sales personnel are strategically located near our NAND flash manufacturer, leading technology OEM and modular maker customers in Taiwan, Korea, China, the United States, and Japan. Approximately 65% of our sales in 2023, 65% of our sales in 2024, and 53% of our sales in 2025 were attributable to our direct sales force while the remainder was attributable to distributors. To supplement our direct sales, we have independent electronics distributors and sales representatives located throughout the world. We selected these distributors and sales representatives based on their ability to provide effective field sales, marketing communications and technical support for our products to our customers. Our marketing group focuses on our product strategy, product development road maps, new product introduction process, demand assessment, competitive analysis and product marketing. We seek to work with potential and existing customers early in their design process to best match our products to their needs, and more broadly, to ensure that product development activities, product launches, and on-going demand and supply planning occur in a well-managed, timely basis in coordination with our R&D, operations, and sales groups, as well as our customers and distributors. We also attend industry tradeshows and technical conferences to promote 29 Table of Contents our products and solutions, maintain close contact with our existing customers to assess demand, and keep current with industry trends. Our participation in industry standards associations, such as the Institute of Electrical and Electronics Engineers (“IEEE”), the Joint Electron Device Engineering Council (JEDEC), NVM Express, and Open Compute Project (OCP) helps us monitor the latest industry developments and promote our corporate profile. Our marketing group also works with our sales teams to identify new business opportunities. We also have field application engineers (“FAEs”), who provide technical support and assistance to existing and potential customers in designing, testing and qualifying systems that incorporate our products. Our FAE organization is segmented by product and market to support our customers. Research and Development Our future success depends on our ability to introduce improvements to our existing products and to develop new products that deliver cost-effective solutions for both existing and new markets. Our R&D efforts are directed largely to both the development of algorithms and other technological building blocks necessary for managing NAND flash and the use of these technological building blocks to develop a wide variety of NAND flash controller solutions, which are ICs with embedded firmware, that can manage most available NAND flash components and are used to create different classes of solid state storage devices, such as enterprise-grade SSDs used in enterprise applications and data centers, client SSDs used in PCs and other client devices, eMMC and UFS embedded storage for smartphones and IoT devices. We have assembled a core team of engineers who have experience in the areas of firmware, digital and mixed-signal IC design and system-level architecture. Our R&D expenses consist primarily of employee salaries and related benefits including stock-based compensation, tape-out and related project expenses and intellectual property and software licensing costs. We expense R&D expenditures as they are incurred. Our primary R&D centers are located in Hsinchu and Taipei, Taiwan and Shanghai, China. Our facilities in Hsinchu and Taipei focus primarily on our NAND flash controller products, and our facilities in Shanghai focus primarily on specific product requirements of our customers in China. Our R&D activities broaden and strengthen our portfolio of intellectual property, including patents and trade secrets. As of April 7, 2026, we have 3,276 patents and 1,035 pending applications worldwide, and we will continue to actively pursue the filing of additional patent applications in important jurisdictions. Our R&D expenses were approximately US$174.4 million, US$217.8 million, and US$262.7 million for the years ended December 31, 2023, 2024 and 2025, respectively. Manufacturing We design and develop our products and electronically transfer our proprietary designs to independent foundries for the manufacturing and processing of silicon wafers. Once the wafers are manufactured, they are then shipped to third-party assembly and testing subcontractors. Individual IC dies are diced from wafers, assembled into finished chips and undergo several stages of testing before delivery to our customers. For certain products, we also ship bare dies to our customers. We believe that our strategy of outsourcing wafer fabrication, packaging and testing enables us to benefit from the R&D efforts of leading manufacturers without having to commit our own substantial capital investments. Our fabless business model also provides us with the flexibility to engage vendors who offer services that best complement our products and technologies. Wafer fabrication. TSMC and SMIC are currently our primary foundries that manufacture most of our semiconductors. We use their fabs in Taiwan and China to fabricate our devices using CMOS process technology, primarily with process nodes from 6 to 55 nanometers. We regularly evaluate the benefits and feasibility, on a product-by-product basis, of migrating to more cost-efficient or high-performance low-power manufacturing process technologies. 30 Table of Contents Assembly and testing. Following wafer fabrication, our wafers are shipped to our assembly and test subcontractors where they are probed, singulated into individual dies, assembled into packaged chips, and undergo the process of electronic final testing. To minimize cost and reduce turn-around time, our products are designed to use low cost, industry standard packages and can be tested with widely available automatic testing equipment. We currently engage companies such as Siliconware Precision Industries Ltd. (SPIL), Powertech Technology Inc. (PTI), Advanced Semiconductor Engineering. (ASE), Orient Semiconductor Electronics Limited (OSE), Huatian Technology. (HT), Tongfu Microelectronics Co., Ltd. (TF), King Yuan Electronics Corp. (KYEC) and YoungTek Electronics Corp. (YTEC) as our primary subcontractors for the assembly and testing of our products. We have dedicated teams of manufacturing engineers who maintain control over this process from the early stages of manufacturing. Our engineers work closely with our subcontractors to develop product testing and packaging programs to ensure these programs meet our product specifications, thereby maintaining our ownership of the functional and parametric performance of our semiconductors. Quality and reliability assurance. We have designed and implemented a quality assurance system that provides the framework for continual improvement of products, processes and customer service. To ensure consistent product quality, reliability and yield, our quality assurance teams perform reliability engineering, quality control, International Organization for Standardization (“ISO”) system development, document control, subcontractor quality management and customer engineering services to closely monitor the overall process from IC design to after-sale customer support. We rely on in-depth simulation studies, testing and practical application testing to validate and verify our products. We emphasize a strong supplier quality management practice in which our manufacturing suppliers and subcontractors are pre-qualified by our quality assurance teams. Our suppliers are required to have a quality management system, certified to ISO 9000 standard as a minimum requirement. Our operations have been ISO 9001 certified since 1999. Competition We face competition from multiple competitors, including Microchip and Phison, our flash memory customers’ internal captive developments and small Chinese merchant controller suppliers. The markets for our products are intensely competitive, and are characterized by rapid technological change, evolving industry standards, frequent new product introductions and pricing pressures. Competition has intensified due to the increasing demand for higher levels of performance at competitive prices. We expect competition to intensify further as current competitors continue to strengthen the depth and breadth of their product offerings and additionally, our competitors in China have benefited from the government’s semiconductor localization policies. We believe that our ability to compete successfully in the rapidly evolving markets for our products depends on several factors, including, but not limited to: • the performance, features, quality and price of our products; • the timing and success of new product introductions by us, our customers and our competitors; • emergence, rate of adoption and acceptance of new industry standards; • our ability to obtain adequate foundry capacity at competitive prices; and • the number and nature of our competitors in specific market sub-segments. While our ability to effectively compete depends in large part on our ability to protect our intellectual property, we believe that our technical expertise, customer support capabilities, and ability to introduce new products in a timely and cost-effective manner will be important factors in maintaining our competitive position. We expect increased competition in the future from emerging or established companies, customers or other third parties, any of which could acquire significant market share. See “Risk Factors — Because the markets in which we operate are highly competitive and many of our competitors have greater resources than we have, we cannot be certain that our products will compete favorably in the marketplace” in Item 3 above. 31 Table of Contents Seasonality See “Risk Factors — Our results of operations are subject to substantial quarterly and annual fluctuations due to several factors that could adversely affect our business and the price of our ADSs,” “Risk Factors — We are subject to the cyclical nature of the semiconductor industry, which has been subject to significant fluctuations,” and “Risk Factors — NAND industry cyclicality could adversely affect our growth and profitability” in Item 3 above and “Operating and Financial Review and Prospects — Principal Factors Affecting Our Results of Operations” in Item 5 below. Intellectual Property Our success and future revenue growth depend, in part, on our ability to protect our intellectual property. We rely on a portfolio of intellectual property rights, registered in the United States, Taiwan, and other countries, including patents, copyrights and trademark registrations, trade secret laws, contractual provisions, licenses, and other methods to protect our intellectual property. As of April 7, 2026, we have 3,276 patents and 1,035 pending applications worldwide. There can be no assurance that patents will ever be issued with respect to these pending applications. Furthermore, it is possible that any patents held by us may be invalidated, circumvented, challenged or licensed to others. In addition, there can be no assurance that such patents will provide us with competitive advantages or adequately safeguard our proprietary rights. While we continue to file new patent applications with respect to our recent developments, existing patents are granted for prescribed time periods and will expire at various times in the future. We expect to continue to file patent applications where appropriate to protect our proprietary technologies. Companies in the semiconductor industry have frequently demonstrated a readiness to commence litigation based on allegations of patent and other intellectual property infringement. From time to time, third parties may assert infringement claims against us. We may not prevail in any such litigation or may not be able to license patents from third parties on commercially reasonable terms, if at all. Litigation, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time. Any such litigation could materially adversely affect us. In addition, in the contracts under which we sell semiconductor products, we may have agreed to indemnify our customers against losses arising out of claims of unauthorized use of intellectual property. We intend to protect our intellectual property rights vigorously, but there can be no assurance that our efforts will be successful. In addition, the laws of other countries in which our products are sold may not protect our products and intellectual property rights to the same extent as the laws of the United States. We claim copyright and trademark protection for proprietary documentation for our products and a variety of branding marks, respectively. We have registered “Silicon Motion” and its logo (a three-dimensional cube depiction of the letters “SM”), “NANDSustain,” “NANDXtend,” “SSDLifeGuard,” “SSDLifeSaver,” “TurboMLC,” “FerriSSD,” “Ferri-eMMC,” “Ferri-UFS,” the Ferri logo, the powered by SiliconMotion logo, “InstantView,” “MonTitan,” the MonTitan logo, the Shannon Systems logo, “PCIe-RAID,” “Bigtera,” the Bigtera logo, “VirtualStor,” “CloudStor,” and “StorVisor” as trademarks in the United States, Taiwan and/or other countries. We also attempt to protect our trade secrets and other proprietary information through agreements with our customers, suppliers, employees and consultants and other customary security measures. We have entered into license agreements with third-party intellectual property vendors for wafer fabrication tool libraries, semiconductor IP core, computer aided design tools and software. Facilities As of the date of this annual report, we occupy facilities totaling approximately 753,200 square feet, excluding parking space, which house our management and administration, operations, R&D and sales and 32 Table of Contents marketing departments. Of our facilities, approximately 565,200 square feet are owned and approximately 188,000 square feet are occupied under leases. In February 2021, the Company won a bid with a third party to build an office building in Taipei, Taiwan and executed a property development agreement in May 2021. We received the construction license in September 2025. In April 2026, the Company broke ground at this site and began construction work. We expect to complete construction of the building by the end of 2029. Following its completion, we will have approximately 107,870 square feet of office building space and 10,833 square feet of land. See “Risk Factor — We are subject to risks associated with the development and construction of our office buildings” in Item 3 above. As of the date of this annual report, the table below lists the location of our operating facilities. Location Primary Use Approximate Square Footage Hsinchu, Taiwan R&D, management & administration 182,400 Hsinchu, Taiwan Office building (Office) 391,800 Taipei, Taiwan R&D, sales & marketing 116,900 Shanghai, China R&D, sales & marketing 21,700 Shenzhen, China Sales & marketing 18,400 Milpitas, California Sales & marketing, management 13,300 Others (1) Sales & marketing, management 8,700 (1) Korea; Macau; Hong Kong; Yokohama, Japan; and Beijing, China Leases covering our current facilities expire at varying dates, generally within the next five years. We anticipate no difficulty in retaining occupancy through lease renewals, month-to-month occupancy or replacing the leased facilities with equivalent facilities. As of December 31, 2025, lease obligations covering our current facilities totaled US$14.1 million, of which US$2.6 million were short-term. Government Regulation See “Risk Factors — Our business is subject to various governmental regulations, and compliance with these regulations may cause us to incur significant expense” in Item 3 above.