A.History and Development of the Company UTStarcom, Inc. was originally incorporated in 1991 as a Delaware corporation. In April 2011, we were incorporated as UTStarcom Holdings Corp. as an exempted company under the laws of the Cayman Islands. On June 24, 2011, we effected the Merger to reorganize the corporate structure of UTStarcom, Inc., and its subsidiaries. The Merger resulted in the shares of common stock of UTStarcom, Inc. being converted into the right to receive an equal number of ordinary shares in our capital, which were issued by us in connection with the Merger. Following the Merger, UTStarcom, Inc. became our wholly-owned subsidiary and we became the parent company of UTStarcom, Inc. and its subsidiaries. The transaction was accounted for as a legal re-organization of entities under common control. See “Item 4. Information on the Company-C. Organizational Structure” for a listing of our subsidiaries. We, together with our subsidiaries, continue to conduct our business in substantially the same manner as was conducted by UTStarcom, Inc. and its subsidiaries. Our ordinary shares are traded on NASDAQ under the same ticker symbol “UTSI,” under which UTStarcom, Inc.’s common stock had previously traded. Our registered office in the Cayman Islands is located at the offices of Maples and Calder (Cayman) LLP, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our telephone number at this address is +1 (345) 949 8066. Our agent for service of process in the United States is The Corporation Trust Company and its address is Corporation Trust Centre, 1209 Orange ST, Wilmington DE 19801, USA. Our principal executive offices are located at 4th Floor, South Wing, 368 Liuhe Road, Binjiang District, Hangzhou, P.R. China. We can be reached by telephone at +86 571 8192 8888 and https://utstar.com. Our website is https://utstar.com. The SEC maintains a website, http://www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including UTStarcom. The information contained on our website is not incorporated by reference in this annual report. B.Business Overview Our core business is providing telecommunication and networking products, solutions, and services. As a global networking infrastructure provider, we focus on delivering innovative optical networking, carrier-class packet optical, network synchronization and broadband products and solutions, coupled with Software Defined Networking (SDN) platform. These are optimized for Artificial Intelligence (AI) networking infrastructure, mobile backhaul, metro aggregation, broadband access, and value-added services. Our networking technologies enable high-performance optical networking as well as access, aggregation, and transports of high-speed data, voice, and video. The product lines include Converged Packet Transport (CPT), Disaggregated Router Platform, Next-Generation Packet Transport Network (NG-PTN), Packet Aggregation Network (PAN), Wireline Broadband Access including Multi-Services Access Network (MSAN) and Fiber To The X (FTTx), Carrier Wi-Fi solution, and SDN Controller, as well as new AI infrastructure-focused optical networking products currently under development. UTStarcom is actively involved in products and solutions developments across several key areas, including 5G/5G-Advanced mobile transport networks, disaggregated network platforms optimized for telecom market applications and requirements, and network synchronization. In 2025, UTStarcom made a strategic pivot to AI Networking, focusing its innovation and development efforts on the networking solutions for the AI Data Center (AI DC) infrastructure. The new products and solutions leverage the extensive experience and knowledge we have accumulated in our key areas of expertise including optical communications, advanced networking technologies, and hardware/software design. We maintain full-cycle in-house R&D and manufacturing capabilities equipped with advanced design, test, and measurement tools. Our manufacturing is focused on production of high-quality telecom equipment with comprehensive quality control process certified by LRQA for ISO9001/14001, ISO45001 (formerly OHSAS 18001), ensuring exceptional equipment reliability. To support our customers at all stages of network planning, deployment, and operation, we provide a full range of pre- and post-sale services including turn-key deployments as required. 32 AI Networking Solution Development UTStarcom recognizes AI Networking as a major market opportunity and is shifting its primary innovation and development efforts toward this sector, leveraging its deep heritage in cutting-edge optical networking technologies and intelligent network automation to address the infrastructure demands of the AI era. Amid the explosive growth of AI processing requirements, the need for highly efficient, low-latency backend networking has become a critical bottleneck. UTStarcom is addressing this challenge by focusing on the development of a comprehensive Optical Circuit Switching (OCS) solution designed for both scale-up and scale-out AI Data Center (AI DC) architectures. By utilizing a purely optical path and eliminating optical-electrical-optical (O-E-O) conversions in suitable AI DC network applications, UTStarcom’s OCS technology is engineered to deliver massive bandwidth, lower latency, deterministic network behavior, reduced power consumption and cooling requirements, and optimized AI network cost. The Company initiated the development work in 2H 2025, with a functional prototype expected to debut in 2H 2026. SkyFlux CPT Platform The SkyFlux CPT is a next-generation communications platform that enables carriers to effectively manage network resources and meet the complex requirements of 5G/5G-Advanced mobile systems, as well as various other traditional and emerging applications, by ensuring high performance, flexibility, and efficiency. The SkyFlux platform combines Segment Routing over MPLS (SR-MPLS) and MPLS-TP tunneling, TDM-like Ethernet based on FlexE/G.mtn, highly accurate time synchronization, and SDN-based network intelligence into an efficient, future-proof packet transport network. The platform supports high-speed interfaces up to 100GE/200GE/400GE, high port density, and a wide range of services including L2/L3VPN, along with a full set of carrier-class features: sub-50ms protection, OAM, QoS, and hardware redundancy. In addition to high switching capacity and performance, the platform offers such advanced features as hard and soft network slicing, extra-low forwarding latency through the FlexE/G.mtn Cross-Connect feature, and Time Error (TE) accuracy reaching 5ns – characteristics of a transport networks that are particularly important for efficient 5G/5G-Advanced mobile network deployments. The platform was formally launched in 2020. Major products within the SkyFlux CPT platform include SkyFlux SPN805S, SkyFlux SPN803S carrier-grade modular routers, as well as the recent SkyFlux SPN310 compact pizza-box/CPE access platform. All SkyFlux CPT products are suitable for 300mm-depth rack installation common in networks of mobile operators. SkyFlux UAR Disaggregated Network Solution The disaggregation of hardware and software in telecommunication networks, specifically in 5G/5G-Advanced transport networks, is becoming an increasingly important technology. It has the potential to reduce capital and operating expenses (CAPEX and OPEX) of transport networks, while enabling a variety of requirements to be met in a flexible and cost-efficient manner. UTStarcom’s SkyFlux UAR Disaggregated Router platform combines the strength, flexibility, and low TCO benefits of modular chassis-based hardware with the advantages of the software-centric network disaggregation paradigm. The SkyFlux UAR Disaggregated Router platform is based on IP-MPLS and Segment Routing technologies, featuring advanced capabilities such as SR-MPLS, L2VPN/L3VPN/EVPN, OAM, protection, telemetry, IEEE1588v2 PTP, SyncE, and QoS/H-QoS, all adopted for target applications including 5G/5G-Advanced transport network. The product line includes the SkyFlux UAR Series chassis-based modular disaggregated routers and the SkyFlux NOS Network Operating System. While 5G/4G midhaul and backhaul are the primary targets application for the platform, it has broader potential and can be efficiently applied to other applications and market segments, including broadband aggregation, metro access and aggregation networks, and others. UTStarcom continues to advance open, disaggregated 5G transport solutions through strategic partnerships with the research institutes of China Telecom and China Unicom, as well as collaborations with leading Chinese universities. Key achievements include the successful development of modular hardware and line cards, the cooperative development of hardware platforms and sophisticated Network Operating Systems (NOS), successful field trials, and the establishment of a live 5G pilot network. In 2025, the Company secured a major contract for the manufacturing of a significant volume of carrier-grade disaggregated router hardware for China Telecom’s metropolitan STN network. These milestones, ranging from joint development and field trials to large RFP wins, underscore UTStarcom’s leadership in delivering carrier-grade, vendor-neutral networking infrastructure for next-generation mobile and enterprise services. 33 SDN Platform UTStarcom offers a suite of products based on SDN technology, combined into a SOO Network (Software-defined Open Packet Optical) solution. This solution addresses the needs of telecom operators for next generation intelligent network, helping them reduce capital expenditures and operating expenses, while enhancing overall network performance, availability, bandwidth efficiency, and improving customer experience. With the SOO network, operators gain unprecedented programmability, automation, and network control, enabling them to build highly scalable, flexible networks that readily adapt to changing business needs. The SOO Station SDN Controller is tightly integrated with our next-generation platforms, including the SkyFlux CPT and SkyFlux UAR Disaggregated Network platforms. By providing centralized intelligence, network control, and comprehensive management capabilities, it creates an efficient environment optimized for modern applications such as 5G/5G-Advanced midhaul and backhaul, edge data center / MEC interconnect networks, and next-generation metro aggregation. Key highlights include robust support for Segment Routing (SR), an advanced Path Calculation Engine (PCE), Network Slicing, and a full suite of services including L2/L3VPN and EVPN, among other advanced features. The Company is also actively expanding the scope and reach of our network control, management, and intelligence solutions in collaboration with Chinese universities. This includes support of advanced features such as network and service orchestration, operation automation, and resource management and control for the network/compute/storage infrastructure. We also view SDN as an important technology for facilitating the implementation and efficiency of AI optical networking. Packet Optical Products The Next Generation Packet Transport Network (NG-PTN) product line is comprised of the NetRing Transport Network (NetRing TN) series, which is based on the Multi-Protocol Label Switch Transport Profile (MPLS-TP) and Carrier Ethernet (CE) technologies. This platform integrates packet switch and forwarding, packet optical transport, and time/clock synchronization technologies to meet the metro networking requirements of our customers. The NetRing TN platform features high port density, high-speed interfaces up to 100GE, and low power consumption, facilitating overall capital and operating expense savings. A large volume of NetRing TN products has been deployed worldwide since the platform's launch. In recent years, operator demand for bandwidth upgrades and 100GE interface support has driven NG-PTN sales, and we continue to ship our 100GE-enabled NG-PTN products to meet the demand. This includes shipments of the NetRing TN704E/TN704ES and expansion orders for TN705E, supplied for the 4G/5G network expansion of our customer in Europe in previous years. The deployed platforms and networks remain in active operation. We continue to provide comprehensive support and expect renewal of annual maintenance contracts in 2026. Network Synchronization The SyncRing product family was specifically designed for highly accurate time and frequency synchronization over packet-switched networks, based on PTP (IEEE1588v2) and Synchronous Ethernet technologies. The SyncRing solution is optimized for the cluster-distributed timing architecture, and is primarily aimed at mobile network operators due to its ability to meet the stringent synchronization accuracy requirements of LTE/LTE-A and 5G/5G-Advanced networks. The SyncRing product portfolio includes SyncRing XGM Series PRTC-B class T-GM grand masters (XGM30 outdoor and XGM30E indoor), as well as SyncRing XBC Series Boundary Clock (XBC510, T-BC Class A). The platform provides an excellent network clock and time synchronization solution for 4G/5G deployments. The SyncRing solution has been deployed in the LTE mobile network of one of the largest Mobile network operators (MNO) in Japan since 2017, with multiple follow-up expansion orders and volume shipments of SyncRing products. We continue to provide technical support services to the customer. Broadband Access Our Broadband Access solutions portfolio includes Wireless and Wireline Broadband Access platforms, as well as Broadband Core solutions. The Broadband Access platform portfolio is comprised of MSAN, FTTx, and Carrier Wi-Fi, delivering carrier-grade connectivity across both wireline and wireless infrastructures. The iAN1200 series MSAN platform bridges legacy copper and modern fiber to facilitate high-speed data services and VoIP/IMS migration, while our FTTx solutions utilize OLT and ONT hardware to provide high-speed triple-play services. Complementing these, Carrier Wi-Fi provides managed wireless access for diverse markets, ensuring robust support for bandwidth-intensive applications. 34 Our Broadband Core solutions, such as IP Multimedia Subsystem (IMS) and Signaling Transfer Point (SSTP), are deployed as a part of operators’ broadband cores, enabling them to provide a variety of services to their end customers and monetize their broadband network infrastructure. The deployed platforms remain in active use by our customers, and we have received multiple support and expansion orders for IMS in recent years. MARKETS AND CUSTOMERS The table below describes net sales by geographic region for the fiscal years ended December 31, 2025, 2024 and 2023. Years Ended December 31, % of net % of net % of net 2025 Sales 2024 Sales 2023 Sales (in thousands, except percentages) Net Sales by Region China $ 2,053 23 % $ 2,084 19 % $ 2,577 16 % India 2,993 33 % 4,893 45 % 8,268 53 % Japan 3,932 44 % 3,901 36 % 4,908 31 % Total $ 8,978 100 % $ 10,878 100 % $ 15,753 100 % Our products and services are used primarily in Asia. In 2025, 2024 and 2023, India market represents 33%, 45% and 53% of our net sales, respectively. Japan market represents 44%, 36% and 31% of our net sales in 2025, 2024 and 2023, respectively. Our key target geographical markets for the deployment of our optical networking and broadband infrastructure products are India, Japan, and China. We believe these geographical markets provide a significant opportunity given their strong consumer demand for new broadband services and ongoing upgrades of telecom infrastructure. We have observed consistently high interest in our products in the India market. We see potential for growth there for many of our product lines including optical transport and aggregation, fixed and wireless broadband access. Provided geopolitical tensions between China and India, we are exploring options to keep supply of our products to India to meet the demand for project upgrade and expansion. Japan has been one of our key markets for years, boasting some of our largest network deployments. We continue providing technical support and maintenance services to our existing customers. China market, with its large population and rapid industry growth, quick development of telecom infrastructure especially rollouts of 5G mobile networks, and Information and Communications Technology (ICT) digitalization, represents a strong potential for our sales expansion. We focus our sales efforts on promotion of networking solutions for 5G/5G-Advanced and Internet of Things (IOT), and see growing interests and demands for our latest products and solutions in the territory. As we develop our Optical Circuit Switching (OCS) solution for AI Networking applications, we are actively exploring global markets to offer and bring our cutting-edge networking solutions to a broader international customer base. A significant portion of our net sales is derived from a Japanese customer, Softbank, which is also one of our former shareholders. In 2025, our net sales to Softbank totaled approximately $3.3 million, representing approximately 37% of our total net sales. In 2024, our net sales to Softbank totaled approximately $3.3 million, representing approximately 30% of our total net sales. See “Item 3. Key Information-D. Risk Factors-Risks Related to Our Business-We rely on a Japanese customer and an Indian customer for a significant portion of our net sales. Any deterioration of our relationship or any interruption to our ongoing collaboration with this customer may significantly harm our business, financial condition and results of operations.” Another significant portion of our net sales is derived from an India customer, BSNL. In 2025, our net sales to BSNL totaled approximately $2.2 million, representing approximately 25% of our total net sales. In 2024, our net sales to BSNL totaled approximately $3.5 million, representing approximately 32% of our total net sales. In the third quarter of 2019, BSNL delayed payment on a large receivable. We have received partial payment at the end of 2019 and in 2020, 2021, 2022, 2023, 2024, 2025 and Q1 2026. See “Item 3. Key Information-D. Risk Factors-Risks Related to Our Business.” COMPETITION We compete in the telecommunications and networking equipment market, providing optical and packet-based network infrastructure products and related services for transporting diverse data traffic across carrier, enterprise, and data center networks. The markets in which we compete are characterized by fast technological evolution, converging technologies, and a migration towards 35 automated, intelligent networking and communications solutions. While these market factors offer relative advantages to our customers and their subscribers, they also represent a competitive threat to UTStarcom. We compete with numerous vendors in every product and market category. We anticipate that the total number of our competitors providing new products and solutions may increase. Also, the composition of competitors may change as we expand our activity across various technology markets. In particular, we have experienced price-driven competition from regional players in Asia, and we anticipate this will continue. We believe our competitive strengths are derived from three main factors: our ability to introduce and deploy well-developed networking technologies and products; our reputation for providing a customer-centric business model; and our ability to solve complex problems. Our competitive disadvantages include our relatively smaller size in terms of revenues, working capital, and financial resources and headcount; our lack of historical sales to many of the largest carriers in well-established markets and limited consumer brand recognition in certain markets. The network infrastructure market is subject to intense competition worldwide from numerous regional and international competitors, including some of the world’s largest companies. These companies often leverage aggressive pricing, favorable payment terms, and their deep-seated customer relationships. Specific competitors in this segment include Cisco, Juniper, Nokia, Ciena, Huawei Technologies, and ZTE. OPERATIONS Sales, Marketing, and Customer Support We pursue a direct sales and marketing strategy alongside OEM/ODM partnerships, targeting sales to and partnerships with telecommunications operators, research institutions, solution providers, and equipment distributors across China, Japan, India, and South Asia. We maintain sales and customer support sites in China, Japan, and India. Our customer service operations in Hangzhou and Chengdu, China, serve as both a technical resource and liaison to our product development organization. Manufacturing, Assembly and Testing Our manufacturing operations consist of circuit board assembly, final system assembly, software installation, and testing. We assemble circuit boards primarily using Surface Mount Technology (SMT). Assembled boards undergo individual testing prior to final assembly and are tested again at the system level before shipment. We use internally developed functional and parametric tests for quality management and process control, and have developed an internal system to track quality statistics at a serial number level. Final system testing and packaging are conducted at our own facilities as well as contracted to third parties. We currently manufacture our products at our Hangzhou, China facility. RESEARCH AND DEVELOPMENT We believe that the continuous development and introduction of new and enhanced products are essential to maintaining our competitive position. While we incorporate competitive analyses and emerging technology trends as factors into our product development plans, the primary driver for new products and product enhancements comes from soliciting and analyzing information about service providers’ needs. We have successfully leveraged a large pool of qualified candidates in China to cost-effectively hire highly skilled technical personnel. Our R&D centers are ISO 9001-2000 certified. In the past we have made, and expect to continue to make, significant investments in research and development. For the years ended December 31, 2025, 2024 and 2023 our R&D expenses totaled $4.6 million, $5.1 million, and $5.9 million, respectively. INTELLECTUAL PROPERTY Our ability to compete depends in part on our proprietary technology. We rely on a combination of patent, copyright trademark and trade secret laws, as well as confidentiality agreements and licensing arrangements, to establish and protect our proprietary rights. In addition, we have, from time to time, chosen to abandon previously filed applications. Patents may not be issued and any patents issued may not cover the scope of the claims sought in the applications. Additionally, issued patents may be found to be invalid or unenforceable in the courts of those countries where we hold or have filed for such patents or patent applications. Our U.S. patents do not afford any intellectual property protection in China or other international jurisdictions. Additionally, patents that we hold in countries other than the United States do not afford any intellectual property protection in the United States. Please refer to the discussion of risks 36 associated with our intellectual property in “Item 3. Key Information-D. Risk Factors-Risks Related to Our Business-We may be unable to adequately protect against the loss or misappropriation of our intellectual property, which could substantially harm our business.” SEASONALITY Although we experience some seasonality typical of the telecommunications industry, our revenues and earnings have not demonstrated consistent seasonal characteristics. In contrast, our results of operation are generally impacted more significantly by factors such as customer concentration and the timing of revenue recognition. RAW MATERIALS We source and purchase components comprising of active and passive electronic parts, mechanical and electrical parts, OEM and third party parts in the open markets from China and overseas. Prices for these component parts typically vary with the global and local supply and demand dynamics as well as raw material price fluctuations. See “Item 3. Key Information-D. Risk Factors-Risks Related to Our Business.” REGULATIONS Multiple government bodies are involved in regulating and administering affairs in the telecommunications and information technology industries in China, Japan and India, among which the Ministry of Industry and Information Technology (“MIIT”), NDRC, SASAC and State Administration of Press, Publication, Radio, Film and Television (“SAPPRFT”) play the leading roles. These government agencies have broad discretion and authority over all aspects of the telecommunications and information technology industry in China, including but not limited to, setting the telecommunications tariff structure, granting carrier licenses and frequencies, approving equipment and products, granting product licenses, approving of the form and content of transmitted data, specifying technological standards as well as appointing carrier executives, all of which may impact our ability to do business in China. See “Item 3. Key Information-D. Risk Factors-Risks Relating to Conducting Business in China.” C.Organizational Structure We are a holding company incorporated in the Cayman Islands. The following table sets forth our subsidiaries, including their country of incorporation or residence and our ownership interest in such subsidiaries. Place of Incorporation or Proportion of Name Organization Ownership Interest UTStarcom, Inc. U.S.A 100 % UTStarcom International Products, Inc. U.S.A 100 % Issanni Communications, Inc. U.S.A 100 % UTStarcom Telecom Co., Ltd. China 100 % UTStarcom Hong Kong Ltd. Hong Kong SAR 100 % UTStarcom Japan KK Japan 100 % UTStarcom, S.A. de C.V. Mexico 100 % UTStarcom Network Solutions—Redes de Nova Geraçăo Ltda. Brazil 100 % UTStarcom India Telecom Pvt India 100 % MyTV Corporation Cayman Island 100 % UTStarcom Hong Kong Investment Holding Ltd. Hong Kong SAR 100 % Virtual Gateway Labs, Inc. U.S.A 100 % Hangzhou USTAR Technologies Ltd. China 100 % Chengdu Starcom Technologies Co., Ltd. China 100 % D. Property, Plant and Equipment Our principal executive offices, research and development, manufacturing and back office functions are located at our office facilities in Hangzhou, China. In November 2010, we entered into a lease agreement for our office in Tokyo, Japan. Under the term, we have leased over 500 square meters of gross floor area and we extend the lease period every two years. The current lease agreement has been renewed for 37 another two years in November 2025. In July 2016, we entered into a new lease agreement for our office facilities in Hangzhou, China, and later we expanded the lease area with the same landlord. Under the term of these lease agreements, we have leased 15,925 square meters (approximately 171,417 square feet) of gross floor area, through July 31, 2021. In August 2021, we renewed lease agreement and leased 14,405 square meters (approximately 154,998 square feet) of gross floor area, which extends 5 years to 2026. In December 2022, we reduced the gross floor area to 11,674 square meters (approximately 125,662 square feet). We believe our facilities are suitable and adequate to meet our current needs.