LATTICE SEMICONDUCTOR CORP

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.

at our principal executive offices, located at 5555 NE Moore Court, Hillsboro, Oregon 97124

We sell our products globally in three end market groups: Communications and Computing, Industrial and Automotive, and Consumer.

As of January 3, 2026, we have determined that the Company operates in a single operating and reportable segment: the core Lattice business, which includes silicon-based and silicon-enabling products, evaluation boards, development hardware, and related intellectual property licensing, services, and sales.

Lattice is the low power programmable leader.

We solve customer problems across the network, from the Edge to the Cloud, in the Communications, Computing, Industrial, Automotive, and Consumer markets.

We operate primarily as a fabless semiconductor provider and, therefore, we maintain strategic relationships with large, established semiconductor foundries to source our finished silicon wafers and manufacture our silicon products.

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.

Depending on the application, we may compete with other FPGA vendors, as well as producers of ASICs, ASSPs, and microcontrollers, or may act as a companion chip to other chips.

The semiconductor industry is highly competitive and many of our direct and indirect competitors have substantially greater financial, technological, manufacturing, marketing, and sales resources than us.

As of January 3, 2026, we had 1,174 employees worldwide.

Our field programmable gate array ("FPGA") devices enable us to provide our customers with a strong, growing base of control, connect, and compute technologies.

Lattice’s mid-range FPGA platform, Lattice Avant™, was introduced in 2022.

Lattice MachXO™ – Secure control small FPGAs designed to offer an unprecedented mix of low cost and high functionality in a single device.

Lattice has a broad set of technological capabilities and many U.S. and international patents. We generate revenue from our technology portfolio via upfront fees and on-going royalty payments through the following activities:

As of September 27, 2025, we have determined that the Company operates in a single operating and reportable segment: the core Lattice business, which includes silicon-based and silicon-enabling products, evaluation boards, development hardware, and related intellectual property licensing, services, and sales.

Revenue from the Communications and Computing end market increased by 21% for the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024 and increased by 18% for the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024 primarily due to stronger demand in data center applications, including general-purpose and AI-specific servers, as well as wireline networking components.

Revenue from the Industrial and Automotive end market decreased by 7% for the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024 and decreased by 20% for the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024 primarily due to softer end market demand and from continued inventory normalization by customers.

5555 NE Moore Court Hillsboro, Oregon 97124

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.

Common Stock, $.01 par value LSCC NASDAQ Global Select Market

While we do not consider AI applications as a distinct end market, we expect AI-related revenue to grow over the next few years based on the growing pipeline of AI-related design wins in a diverse set of applications across all three of our end market segments.

Our product development activities include new proprietary products, advanced packaging, existing product enhancements, software development tools, soft IP, and system solutions for high-growth applications such as Edge Artificial Intelligence, wireless and wireline infrastructure, platform security, and factory automation.

As of June 28, 2025, we have determined that the Company operates in a single operating and reportable segment: the core Lattice business, which includes silicon-based and silicon-enabling products, evaluation boards, development hardware, and related intellectual property licensing, services, and sales.

Revenue from the Industrial and Automotive end market decreased by 19% for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 and decreased by 25% for the first six months of fiscal 2025 compared to the first six months of fiscal 2024 primarily due to softer end market demand and from continued inventory normalization by customers.

Revenue from the Communications and Computing end market increased by 26% for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 and increased by 16% for the first six months of fiscal 2025 compared to the first six months of fiscal 2024 primarily due to stronger demand in data center applications, partially offset by softer end market demand in telecommunications infrastructure deployments and from continued inventory normalization by customers.

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.

Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $.01 par value LSCC NASDAQ Global Select Market

Revenue from the Communications and Computing end market increased by 5% for the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 primarily due to stronger demand in data center applications, partially offset by softer end market demand in telecommunications infrastructure deployments and from continued inventory normalization by customers.

As of March 29, 2025, we have determined that the Company operates in a single operating and reportable segment: the core Lattice business, which includes silicon-based and silicon-enabling products, evaluation boards, development hardware, and related intellectual property licensing, services, and sales.

Revenue from the Industrial and Automotive end market decreased by 31% for the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 primarily due to softer end market demand and from continued inventory normalization by customers.

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.

Lattice has focused its strategy on delivering programmable logic products and related solutions based on low power, small size, and ease of use.

As of December 28, 2024, we have determined that the Company operates in a single operating and reportable segment: the core Lattice business, which includes silicon-based and silicon-enabling products, evaluation boards, development hardware, and related intellectual property licensing, services, and sales.

We sell our products globally in three end market groups: Communications and Computing, Industrial and Automotive, and Consumer.

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, system solutions, design services, and licenses.

The semiconductor industry is highly competitive and many of our direct and indirect competitors have substantially greater financial, technological, manufacturing, marketing, and sales resources than us.

Depending on the application, we may compete with other FPGA vendors, as well as producers of ASICs, ASSPs, and microcontrollers.

As of December 28, 2024, we had 1,110 employees worldwide.

We generate revenue from our technology portfolio via upfront fees and on-going royalty payments through the following activities:

Lattice FPGA platforms, and their related FPGA product families, are segmented into small and mid-range categories.

Lattice’s mid-range FPGA platform, Lattice Avant™, was introduced in 2022.

Lattice’s small FPGA platforms include Lattice Nexus™, which was introduced in 2019, and Lattice Nexus™ 2, introduced in 2024.

Our field programmable gate array ("FPGA") devices enable us to provide our customers with a strong, growing base of control, connect, and compute technologies.

The Lattice iCE™ device family are our “Ultra Low Power small FPGAs.”

The Lattice CrossLink™ device family are our "Video Connectivity small FPGAs" and are optimized for high-speed video and sensor applications for the Industrial, Automotive, Communications, Computing, and Consumer markets.

The Lattice Mach™ device family are our “Control & Security small FPGAs” and are designed for platform management and security applications.

The Lattice Avant-G™, Certus™ and Lattice ECP™ device families are our “General Purpose FPGAs” and address a broad range of applications across multiple markets.

We sell our products globally to a broad base of customers in three primary end market groups: Communications and Computing, Industrial and Automotive, and Consumer.

Revenue from the Communications and Computing end market decreased by 11% for the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023 and decreased by 14% for the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 primarily due to weaker demand in telecommunications infrastructure deployments and end customers rebalancing their inventory levels, partially offset by stronger demand in data center applications.

Revenue from the Industrial and Automotive end market decreased by 51% for the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023 and decreased by 44% for the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 primarily due to softer end market demand and end customers rebalancing their inventory levels.

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.

Our product development activities include new proprietary products, advanced packaging, existing product enhancements, software development tools, soft IP, and system solutions for high-growth applications such as Edge Artificial Intelligence, wireless and wireline infrastructure, platform security, and factory automation.

Revenue from the Industrial and Automotive end market decreased by 50% for the second quarter of fiscal 2024 compared to the second quarter of fiscal 2023 and decreased by 40% for the first six months of fiscal 2024 compared to the first six months of fiscal 2023 primarily due to softer end market demand and end customers rebalancing their inventory levels.

Revenue from the Communications and Computing end market decreased by 15% for the second quarter of fiscal 2024 compared to the second quarter of fiscal 2023 and decreased by 16% for the first six months of fiscal 2024 compared to the first six months of fiscal 2023 primarily due to weaker demand in telecommunications infrastructure deployments and end customers rebalancing their inventory levels, partially offset by stronger demand in data center applications.

While we do not consider AI applications as a distinct end market, we expect AI-related revenue to grow over the next few years based on the growing pipeline of AI-related design wins.

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.

5555 NE Moore Court Hillsboro, Oregon 97124

Revenue from the Communications and Computing end market decreased by 18% for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 primarily due to weaker demand in telecommunications infrastructure deployments and end customers rebalancing their inventory levels, partially offset by stronger demand in data center applications. Revenue from the Industrial and Automotive end market decreased by 30% for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 primarily due to softer end market demand and end customers rebalancing their inventory levels.

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.

As of December 30, 2023, we had one operating segment: the core Lattice business, which includes silicon-based and silicon-enabling products, evaluation boards, development hardware, and related intellectual property licensing, services, and sales.

Depending on the application, we may compete with other FPGA vendors, as well as producers of ASICs, ASSPs, and microcontrollers.

As of December 30, 2023, we had 1,156 employees worldwide.

The Lattice CrossLink™ device family are our "Video Connectivity FPGAs" and are optimized for high-speed video and sensor applications for the Industrial, Automotive, Communications, Computing, and Consumer markets.

The Lattice Mach™ device family are our “Control & Security FPGAs” and are designed for platform management and security applications.

Lattice has a broad set of technological capabilities and many U.S. and international patents. We generate revenue from our technology portfolio via upfront fees and on-going royalty payments through the following activities:

The Lattice Avant™, Certus™ and LatticeECP™ device families are our “General Purpose FPGAs” and address a broad range of applications across multiple markets.

The Lattice iCE™ device family are our “Ultra Low Power FPGAs.”

We sell our products globally to a broad base of customers in three primary end market groups: Communications and Computing, Industrial and Automotive, and Consumer.

Revenue from the Industrial and Automotive end market increased by 28% for the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022 and increased by 45% for the first nine months of fiscal 2023 compared to the first nine months of fiscal 2022 primarily due to strong customer adoption in a broad range of applications, including industrial automation and robotics.

Revenue from the Communications and Computing end market decreased by 6% for the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022 and decreased by 5% for the first nine months of fiscal 2023 compared to the first nine months of fiscal 2022 primarily due to softer end market demand in both wireless and wireline communications infrastructure, partially offset by strong demand in datacenter applications.

Revenue from the Consumer end market increased by 1% for the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022 due to increased demand for our products in Consumer end market applications over the quarterly periods and decreased by 24% for the first nine months of fiscal 2023 compared to the first nine months of fiscal 2022 primarily due to macroeconomic weakness in Consumer over the year-to-date periods.

All of our assembly and test operations are performed by industry-leading outsourced assembly and test suppliers ("OSATs") with our primary supplier being Advanced Semiconductor Engineering, Inc. ("ASE").

Wafer sort testing is primarily performed by ASE in Taiwan and Malaysia, and by our second source King Yuan Electronics Company (“KYEC”) in Taiwan.

We partner with Samsung Semiconductor ("Samsung") to develop and manufacture the first low-power FPGA on 28nm FD-SOI technology, which is used in our Nexus platform of FPGA products.

Lattice partners with United Microelectronics Corporation ("UMC") and its subsidiary United Semiconductor Japan Corporation ("USJC") to manufacture our products on its 130nm, 90nm, 65nm, and 40nm CMOS process technologies, as well as embedded flash memory in these process nodes.

We have qualified two major assembly partners, ASE and Amkor Technology ("Amkor") and are second sourced where volume and customer requirements make it necessary.

At September 27, 2025, our two largest distributors accounted for 52% and 35% of net accounts receivable, and at December 28, 2024, our two largest distributors accounted for 45% and 36% of net accounts receivable.

Revenue attributable to distributors as a percentage of total revenue was 83% and 95% for the third quarters of fiscal 2025 and 2024, respectively and 82% and 91% for the first nine months of fiscal 2025 and 2024, respectively.

At June 28, 2025, our two largest distributors accounted for 51% and 32% of net accounts receivable, and at December 28, 2024, our two largest distributors accounted for 45% and 36% of net accounts receivable.

Revenue attributable to distributors as a percentage of total revenue was 84% and 91% for the second quarters of fiscal 2025 and 2024, respectively and 81% and 89% for the first six months of fiscal 2025 and 2024, respectively.

At March 29, 2025, our two largest distributors accounted for 53% and 30% of net accounts receivable, and at December 28, 2024, our two largest distributors accounted for 45% and 36% of net accounts receivable.

Revenue attributable to distributors as a percentage of total revenue was 79% and 87% for the first quarters of fiscal 2025 and 2024, respectively.

End customers for our products are primarily Original Equipment Manufacturers ("OEMs") in the Communications and Computing, Industrial and Automotive, and Consumer end markets.

In fiscal years 2024, 2023, and 2022, sales to distributors accounted for approximately 89%, 87%, and 89%, respectively, of our net revenue.

In fiscal 2024, revenue attributable to sales to distributors accounted for 89% of our total revenue, with two distributors accounting for approximately 64% of total revenue

All of our assembly and test operations are performed by industry-leading outsourced assembly and test suppliers ("OSATs") with our primary supplier being Advanced Semiconductor Engineering, Inc. ("ASE").

We source silicon wafers from our foundry partners, TSMC, Samsung, UMC, USJC, and Epson, pursuant to agreements with each company and their respective affiliates.

We have qualified two major assembly partners, ASE and Amkor Technology ("Amkor") and are second sourced where volume and customer requirements are necessary.

We operate primarily as a fabless semiconductor provider and, therefore, we maintain strategic relationships with large, established semiconductor foundries to source our finished silicon wafers and manufacture our silicon products.

We seek to mitigate the concentration of supply risk by establishing, maintaining, and managing multiple foundry relationships; however, certain of our products are sourced from a single foundry and changing from one foundry to another can have a significant cost, or create delays in production or shipments, among other factors.

Revenue attributable to distributors as a percentage of total revenue was 95% and 90% for the third quarters of fiscal 2024 and 2023, respectively and 91% and 89% for the first nine months of fiscal 2024 and 2023, respectively.

At September 28, 2024, our two largest distributors accounted for 42% and 37% of net accounts receivable, and at December 30, 2023, our three largest distributors accounted for 36%, 29%, and 18% of net accounts receivable.

Revenue attributable to distributors as a percentage of total revenue was 91% and 89% for the second quarters of fiscal 2024 and 2023, respectively and 89% and 88% for the first six months of fiscal 2024 and 2023, respectively.

Our three largest distributors accounted for 44%, 29%, and 12% of net accounts receivable at June 29, 2024 and 36%, 29%, and 18% of net accounts receivable at December 30, 2023.

Distributors have historically accounted for a significant portion of our total revenue. Revenue attributable to distributors as a percentage of total revenue was 87% and 88% for the first quarters of fiscal 2024 and 2023, respectively.

Our three largest distributors accounted for 42%, 30%, and 10% of net accounts receivable at March 30, 2024 and 36%, 29%, and 18% of net accounts receivable at December 30, 2023.

In fiscal years 2023, 2022, and 2021, sales to distributors accounted for approximately 87%, 89%, and 87%, respectively, of our net revenue.

Three of these distributors each accounted for more than 10% of net accounts receivable at certain dates presented.

In fiscal 2023, revenue attributable to sales to distributors accounted for 87% of our total revenue, with two distributors accounting for 52% of total revenue.

We rely on foundries in Japan, Korea and Taiwan to supply and fabricate silicon wafers for our semiconductor products, including Taiwan Semiconductor Manufacturing, Samsung Semiconductor, United Microelectronics Corporation, and Seiko Epson.

All of our assembly and test operations are performed by industry-leading outsourced assembly and test suppliers ("OSATs") with our primary supplier being Advanced Semiconductor Engineering, Inc. ("ASE").

Our two largest distributors accounted for 41% and 27% of net accounts receivable at September 30, 2023 and 47% and 27% of net accounts receivable at December 31, 2022.

Revenue attributable to distributors as a percentage of total revenue was 90% for the third quarter of both fiscal 2023 and 2022, and 89% for both the nine months ended September 30, 2023 and October 1, 2022.

The Company funded the cash consideration for the Acquisition (including refinancing outstanding indebtedness of AMI) from cash on hand and borrowings pursuant to the previously disclosed Second Amended and Restated Credit Agreement (“Credit Agreement”), among the Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, dated as of June 30, 2026.

As of the closing date of the Credit Agreement, there were no delayed draw term loans outstanding under the Credit Agreement.

The revolving loan commitments terminate, and all outstanding revolving loans and interest thereon are due and payable on, June 30, 2031.

As of the closing date for the Credit Agreement, there were no revolving loans outstanding under the Credit Agreement.

The term loans may be prepaid by the Company at any time in whole or in part, subject to certain minimum thresholds, without penalty or premium, subject to customary breakage costs for certain types of loans.

The Company is required to repay the delayed draw term loans in quarterly installments, beginning with the first full fiscal quarter after the delayed draw term loans are borrowed, equal to 1.250% of the original principal amount of the delayed draw term loans for the first four fiscal quarters following the funding date, 1.875% of the original principal amount of the delayed draw term loans for the fifth through twelfth fiscal quarters following the funding date and 2.5% of the original principal amount of the delayed draw term loans for each fiscal quarter thereafter, with the remaining principal amount and accrued and unpaid interest being due and payable on June 30, 2031.

The Credit Agreement requires the Company to comply with a total net leverage ratio and an interest coverage ratio, tested quarterly.

The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries meeting materiality thresholds set forth in the Credit Agreement. The obligations of the Company and the guarantors are secured by substantially all of their respective assets, subject to certain exceptions and limitations.

Unless previously drawn or terminated, the delayed draw term loan commitment under the Credit Agreement terminates upon the earliest to occur of (a) November 9, 2026 at 11:59 p.m., (b) the date of funding of the delayed draw term loans (immediately following the funding of the delayed draw term loans on such date), (c) the date the AMI Acquisition Agreement terminates by its terms without the consummation of the AMI acquisition, (d) the date the Company terminates the delayed draw term loan commitments pursuant to the Credit Agreement, and (e) the consummation of the AMI acquisition without the use of the delayed draw term loan.

Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either: (a) the base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) the term SOFR rate for a one-month interest period, plus 1.00%, in each case, plus a margin of between 0.00% and 0.75%; and (b) a term SOFR rate (based on an interest period of one, three or six months), plus a margin of between 1.00% and 1.75%. The applicable margin in each case is determined based on the Company’s consolidated total leverage ratio (determined as set forth in the Credit Agreement).

a senior secured delayed draw term loan facility in an aggregate principal amount of $950.0 million dollars

The proceeds of the revolving loans may be used for working capital and general corporate purposes.

The Company is obligated to pay customary closing fees, arrangement fees and administration fees for a credit facility of this size and type.

In addition, the Company is required to pay a ticking fee at a rate of 0.25% per annum on the undrawn portion of the delayed draw term loan commitments during the period from and including the closing date of the Credit Agreement to, but excluding, the earlier of the funding date of the delayed draw term loans and the date of termination of the delayed draw term loan commitments.

the delayed draw term loans under the Credit Agreement may be borrowed and the proceeds used by the Company to pay a portion of the cash purchase price consideration (including refinancing outstanding indebtedness of AMI) for the AMI acquisition pursuant to the previously announced Agreement and Plan of Merger with AMI TopCo, Inc. and THL AMI Aggregator, LP (the “AMI Acquisition Agreement”)

a senior secured revolving loan facility in an aggregate principal amount of $200.0 million dollars

We have a zero drawn balance on this facility, and effective December 10, 2025, we deliberately reduced the aggregate available principal amount from up to $350 million to up to $200 million.

During the first quarter of fiscal 2026, we repurchased 165,913 shares for $15.0 million, for an average price paid per share of $90.41, under the 2026 Repurchase Program.

In connection with entering into the Merger Agreement, the Company entered into a commitment letter (the “Commitment Letter”), dated as of May 4, 2026, with Wells Fargo Bank, N.A., Wells Fargo Securities, LLC and Morgan Stanley Senior Funding, Inc. (the “Commitment Parties”)

The number of shares of the Company's common stock to be issued adjusts based on the trading price of the Company’s common stock prior to the completion of the Acquisition, subject to a minimum of approximately 5.2 million shares and a maximum of approximately 6.1 million shares, including certain Company equity awards to be granted to AMI employees with an estimated aggregate value of $57.3 million based on the closing price of the Company’s common stock as of May 1, 2026 of $120.96 (collectively, the “Aggregate Consideration”).

pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide a senior secured 364-day term loan facility in an aggregate principal amount of up to $950,000,000 and a senior secured revolving credit facility in an aggregate principal amount of up to $200,000,000 (collectively, the “Senior Secured Credit Facilities”).

As of April 4, 2026, the remaining portion of the amount authorized for the 2026 Repurchase Program is $235.0 million.

The Company intends to fund the cash component of the transaction through a combination of cash from its balance sheet as well as proceeds of a new debt financing.

The funding of the Senior Secured Credit Facilities provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to credit facilities in accordance with the terms sets forth in the Commitment Letter, and (ii) the consummation of the Acquisition in accordance with the Merger Agreement.

In connection with entering into the Merger Agreement, the Company entered into a commitment letter (the “Commitment Letter”), dated as of May 4, 2026, with Wells Fargo Bank, N.A., Wells Fargo Securities, LLC and Morgan Stanley Senior Funding, Inc. (the “Commitment Parties”), pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide a senior secured 364-day term loan facility in an aggregate principal amount of up to $950.0 million and a senior secured revolving credit facility in an aggregate principal amount of up to $200.0 million.

Our leases have remaining lease terms of less than 1 year up to 9 years, some of which include options to extend for up to 5 years, and some of which include options to terminate within 1 year. The weighted-average remaining lease term was 6.2 years and the weighted-average discount rate was 4.9% as of April 4, 2026.

As of January 3, 2026, we did not have significant long-term commitments for capital expenditures.

Capital expenditures (42,527 ) (20,985 ) (20,098 )

We have a zero drawn balance on this facility and, effective December 10, 2025, we deliberately reduced the aggregate available principal amount from up to $350 million to up to $200 million.

At January 3, 2026 and December 28, 2024, we had no borrowings outstanding under the 2022 Credit Agreement.

On September 1, 2022, we entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”), which provides for a five-year secured revolving loan facility with an aggregate principal amount of up to $350 million.

The revolving loans under the 2022 Credit Agreement may be repaid and reborrowed at our discretion, with any remaining outstanding principal amount due and payable on the maturity date of the revolving loan on September 1, 2027.

On December 5, 2025, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to an additional $250 million of outstanding common stock could be repurchased from time to time (the "2026 Repurchase Program").

During fiscal year 2025, we repurchased a total of 1,763,053 shares for $100.0 million, or an average price paid per share of $56.72.

In Shanghai, China, we lease 24,251 square feet through February 2028 primarily for research and development operations.

We recorded fixed operating lease expense of $8.1 million, $8.5 million, and $7.8 million, respectively, for fiscal 2025, 2024, and 2023.

In San Jose, California, we lease 98,874 square feet through November 2033, which we use for research and development, engineering support, administrative, and other operational purposes.

Our leases have remaining lease terms of less than 1 year to 10 years, some of which include options to extend for up to 5 years, and some of which include options to terminate within 1 year.

In Penang, Malaysia, we lease 28,161 square feet through September 2029 for research and development and operations facilities.

In Pune, India, we lease 42,728 square feet through March 2029 for research and development.

In Metro Manila, Philippines, we lease a total of 50,503 square feet through May 2035 and another 8,333 square feet through March 2029 for research and development, operations, and administrative facilities.

We lease a 47,800 square foot space in Hillsboro, Oregon as our corporate headquarters and a research and development facility through October 2028.

Investing cash flows consist primarily of transactions related to capital expenditures and payments for software and intellectual property licenses. Net cash used by investing activities in the first nine months of fiscal 2025 was $41.1 million compared to $27.7 million in the first nine months of fiscal 2024.

On September 1, 2022, we entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”), which provides for a five-year secured revolving loan facility with an aggregate principal amount of up to $350 million.

At September 27, 2025 and December 28, 2024, we had no borrowings outstanding under the 2022 Credit Agreement.

We pay a quarterly commitment fee of 0.20% on the unused portion of the revolving facility.

On December 9, 2024, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to $100 million of outstanding common stock could be repurchased from time to time (the "2025 Repurchase Program"). The duration of the 2025 Repurchase Program is through December 31, 2025.

During the third quarter of fiscal 2025, we repurchased 217,820 shares for $15.0 million, or an average price paid per share of $68.86, under the 2025 Repurchase Program.

As of September 27, 2025, the remaining portion of the amount authorized for the 2025 Repurchase Program is approximately $14.1 million.

During the first nine months of fiscal 2025, we have repurchased a total of 1,545,547 shares for $85.9 million, or an average price paid per share of $55.55.

As of September 27, 2025, we had Cash and cash equivalents of $117.9 million, of which approximately $48.0 million was held by our foreign subsidiaries.

We believe that our financial resources, including current cash and cash equivalents, cash flow from operating activities, and our credit facilities, will be sufficient to meet our liquidity and working capital needs through at least the next 12 months.

On September 1, 2022, we entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”), which provides for a five-year secured revolving loan facility with an aggregate principal amount of up to $350 million.

At June 28, 2025 and December 28, 2024, we had no borrowings outstanding under the 2022 Credit Agreement.

On December 9, 2024, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to $100 million of outstanding common stock could be repurchased from time to time (the "2025 Repurchase Program"). The duration of the 2025 Repurchase Program is through December 31, 2025.

During the second quarter of fiscal 2025, we repurchased 933,895 shares for $45.9 million, or an average price paid per share of $49.10, under the 2025 Repurchase Program. During the first six months of fiscal 2025, we have repurchased a total of 1,327,727 shares for $70.9 million, or an average price paid per share of $53.37.

As of June 28, 2025, we had Cash and cash equivalents of $107.2 million, of which approximately $28.0 million was held by our foreign subsidiaries.

The revolving loans under the 2022 Credit Agreement may be repaid and reborrowed at our discretion, with any remaining outstanding principal amount due and payable on the maturity date of the revolving loan on September 1, 2027.

At March 29, 2025 and December 28, 2024, we had no borrowings outstanding under the 2022 Credit Agreement.

On September 1, 2022, we entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”), which provides for a five-year secured revolving loan facility with an aggregate principal amount of up to $350 million.

As of March 29, 2025, we had Cash and cash equivalents of $127.6 million, of which approximately $49.2 million was held by our foreign subsidiaries.

On December 9, 2024, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to $100 million of outstanding common stock could be repurchased from time to time (the "2025 Repurchase Program").

During the first quarter of fiscal 2025, we repurchased 393,832 shares for $25.0 million, or an average price paid per share of $63.48, under the 2025 Repurchase Program.

We have operating leases for corporate offices, sales offices, research and development facilities, storage facilities, and a data center.

As of December 28, 2024, we did not have significant long-term commitments for capital expenditures.

At December 28, 2024 and December 30, 2023, we had no borrowings outstanding under the 2022 Credit Agreement, as we paid off the outstanding balance of our revolving loans during the third quarter of fiscal 2023.

We repurchased a total of 1,145,560 shares for $67.0 million, or an average price paid per share of $58.48, during fiscal year 2024.

On December 9, 2024, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to an additional $100 million of outstanding common stock could be repurchased from time to time (the "2025 Repurchase Program").

As of December 28, 2024, we had Cash and cash equivalents of $136.3 million, of which approximately $71.2 million in Cash and cash equivalents was held by our foreign subsidiaries.

Our amended and restated credit agreement, dated September 1, 2022 (the “2022 Credit Agreement”) allows us to draw up to $350 million.

We lease a 47,800 square foot space in Hillsboro, Oregon as our corporate headquarters and a research and development facility through October 2028.

We recorded fixed operating lease expense of $8.5 million, $7.8 million, and $7.6 million, respectively, for fiscal 2024, 2023, and 2022.

At September 28, 2024 and December 30, 2023, we had no borrowings outstanding under the 2022 Credit Agreement, as we paid off the outstanding balance of our revolving loans during the third quarter of fiscal 2023.

During the third quarter of fiscal 2024, we repurchased 370,309 shares for $17.0 million, or an average price paid per share of $45.91, under the 2024 Repurchase Program.

During the first nine months of fiscal 2024, we have repurchased a total of 778,591 shares for $47.0 million, or an average price paid per share of $60.36.

As of September 28, 2024, the remaining portion of the amount authorized for the 2024 Repurchase Program is approximately $203.0 million.

As of June 29, 2024, we did not have significant long-term commitments for capital expenditures.

At June 29, 2024 and December 30, 2023, we had no borrowings outstanding under the 2022 Credit Agreement, as we paid off the outstanding balance of our revolving loans during the third quarter of fiscal 2023.

On September 1, 2022, we entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”), which provides for a five-year secured revolving loan facility with an aggregate principal amount of up to $350 million.

All of our facilities are leased under operating leases, which expire at various times through 2029, with a weighted-average remaining lease term of 3.2 years and a weighted-average discount rate of 6.0% as of June 29, 2024.

On September 1, 2022, we entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”), which provides for a five-year secured revolving loan facility with an aggregate principal amount of up to $350 million. The revolving loans under the 2022 Credit Agreement may be repaid and reborrowed at our discretion, with any remaining outstanding principal amount due and payable on the maturity date of the revolving loan on September 1, 2027. At March 30, 2024 and December 30, 2023, we had no borrowings outstanding under the 2022 Credit Agreement, as we paid off the outstanding balance of our revolving loans during the third quarter of fiscal 2023.

On November 30, 2023, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to $250 million of outstanding common stock could be repurchased from time to time (the "2024 Repurchase Program"). The duration of the 2024 Repurchase Program is through December 28, 2024. During the first quarter of fiscal 2024, we repurchased 264,880 shares for $20.0 million, or an average price paid per share of $75.50. All repurchases were open market transactions funded from available working capital. All shares repurchased pursuant to the 2024 Repurchase Program were retired by the end of the first quarter of fiscal 2024. As of March 30, 2024, the remaining portion of the amount authorized for the 2024 Repurchase Program is approximately $230.0 million.

On September 1, 2022, we entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”), which provides for a five-year secured revolving loan facility with an aggregate principal amount of up to $350 million, along with other components and options currently not in use.

While as of December 30, 2023, we had no borrowings outstanding under the 2022 Credit Agreement, the incurrence of indebtedness could impact the Company.

On November 30, 2023, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to an additional $250 million of outstanding common stock could be repurchased from time to time (the "2024 Repurchase Program").

During fiscal 2023, we made discretionary payments totaling $130 million on the revolving loans outstanding under the 2022 Credit Agreement.

We lease a 47,800 square foot space in Hillsboro, Oregon as our corporate headquarters and a research and development facility through October 2028.

We recorded fixed operating lease expense of $7.8 million, $7.6 million, and $7.9 million, respectively, for fiscal 2023, 2022, and 2021.

This authorization allows the Company to repurchase shares of its common stock until December 28, 2024.

As of September 30, 2023, we did not have significant long-term commitments for capital expenditures.

During the first nine months of fiscal 2023, we made discretionary payments totaling $130 million on the revolving loans outstanding under the 2022 Credit Agreement.

As of September 30, 2023, we had Cash and cash equivalents of $114.4 million, of which approximately $32.4 million was held by our foreign subsidiaries.

possible disruption related to the transaction from the Company’s or AMI’s current plans, operations and business relationships, including through the loss of customers and employees;

the risk that the Company’s stock price may fluctuate and may decline if the Merger is not completed;

the diversion of the Company’s management team’s time and attention from ongoing business operations and opportunities;

There are no material proceedings to which nominees, directors, executive officers or 5% stockholders are adverse to the Company.

Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict.

From time to time, we are exposed to certain additional asserted and unasserted potential claims.

In 2023 and 2024, the U.S. government expanded the list of advanced integrated circuits subject to heightened export controls, including certain hardware containing these specified integrated circuits, expanded the list of destinations requiring export authorization for such items, and added new restrictions based on the headquarters location of the parties involved.

The adoption of AI solutions and other emerging technologies may not develop in the manner or in the time periods we anticipate and as these markets are still developing and continue to evolve, demand for products and solutions related to or that support such technologies may be unpredictable and may vary significantly from one period to another.

We may incur indebtedness which could reduce our strategic flexibility and liquidity and may have other adverse effects on our results of operations.

For example, the U.S. Justice Department has in the past filed criminal charges against one of our customers in China and imposed a licensing requirement on this customer with a policy of denial for some items, which has limited our ability to do business with this customer.

We depend on a highly concentrated distribution model to sell our products to end customers, complete order fulfillment, maintain sufficient inventory of our products and provide services to our end customers.

The imposition by the United States of tariffs, sanctions or other restrictions on goods exported from the United States or imported into the United States or countermeasures imposed in response to such government actions could adversely affect our operations or our ability to sell our products globally, which could adversely affect our operating results and financial condition.

We rely on foundries in Japan, Korea and Taiwan to supply and fabricate silicon wafers for our semiconductor products, including Taiwan Semiconductor Manufacturing, Samsung Semiconductor, United Microelectronics Corporation, and Seiko Epson.

The semiconductor industry is highly cyclical and subject to downturns, such as we have seen recently, and our revenue and gross margin can fluctuate significantly due to such downturns.

From time to time, we are exposed to certain additional asserted and unasserted potential claims.

We are monitoring the rapidly evolving tariff and global trade policies, including tariffs, retaliatory tariffs, and related trade actions announced by the U.S., China, and other countries, and we are working to mitigate potential impacts on our business.

There have been no material changes in the risk factors included in our 2024 10-K, and this report should be read in conjunction with the risk factors set forth in our 2024 10-K.

In addition to existing trade restrictions and tariffs, we are monitoring the U.S. government’s ongoing Section 232 investigation into the national security implications of semiconductor imports. While no new measures have been finalized, the investigation may result in additional tariffs or restrictions that could materially impact our supply chain costs, customer demand, or access to key inputs.

There have been no material changes in the risk factors included in our 2024 10-K, and this report should be read in conjunction with the risk factors set forth in our 2024 10-K.

We are monitoring the rapidly evolving tariff and global trade policies, including tariffs, retaliatory tariffs, and related trade actions announced by the U.S., China, and other countries, and we are working to mitigate potential impacts on our business.

From time to time, we are exposed to certain additional asserted and unasserted potential claims.

We are monitoring the rapidly evolving tariff and global trade policies and we are working to mitigate potential impacts on our business.

Mr. De Jaray's and Apex Micro's appeal was dismissed for failure to prosecute on October 30, 2024.

On February 15, 2024, the jury found that the Company was not liable for all outstanding claims and judgment was entered in favor of the Company.

The Plaintiffs sought damages of $180 million, punitive damages, and other remedies.

Additionally, the U.S. government has continued to increase restrictions on the export of semiconductor- and supercomputer-related products, including semi-conductor manufacturing affecting the ability to send U.S.-controlled certain chips, products containing those chips, chip-related technology and software, and items related to semi-conductor manufacturing worldwide without export authorization.

We have experienced, and will continue to experience, cybersecurity incidents in the normal course of our business. However, prior cybersecurity incidents have not had a material adverse effect on our business, financial condition, results of operations, or cash flows.

The semiconductor industry is highly cyclical and subject to downturns, such as we are currently seeing, and our revenue and gross margin can fluctuate significantly due to such downturns.

In the future, we may identify material weaknesses in our internal controls over financial reporting.

in February 2025, the United States imposed an additional 10% tariff on imports of Chinese-origin goods and steel and aluminum imports. China announced plans to impose retaliatory tariffs on certain U.S.-origin goods and implemented new trade controls restricting the export of tungsten, tellurium, bismuth, molybdenum, and indium.

Beginning in 2018, the U.S. government imposed significant additional tariffs on many items imported from China, which have since been raised to between 7.5% and 100% on certain products.

For example, in 2019 the U.S. Justice Department filed criminal charges against one of our customers in China and imposed a licensing requirement on this customer with a policy of denial for some items, which has limited our ability to do business with this customer.

Ms. De Jaray’s appeal was dismissed for failure to prosecute on August 1, 2024.

There have been no material changes in the risk factors included in our 2023 10-K, and this report should be read in conjunction with the risk factors set forth in our 2023 10-K.

On March 15, 2024, Mr. De Jaray and Apex-Micro filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit. On March 18, 2024, Ms. De Jaray filed a separate Notice of Appeal.

Additionally, our business is impacted by the cyclic correction affecting the broader semiconductor industry, which has seen softened demand across our end markets.

On February 13, 2024, the Court granted the Company’s Rule 50 motion in part and entered judgment in the Company’s favor as to all of Mr. De Jaray’s claims and Apex-Micro’s negligence claims. On February 15, 2024, the jury found that the Company was not liable for all outstanding claims and judgment was entered in favor of the Company. On March 15, 2024, Mr. De Jaray and Apex-Micro filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit. On March 18, 2024, Ms. De Jaray filed a separate Notice of Appeal .

On January 18, 2024, the court dismissed the claims against the Company by Perienne De Jaray and Darrell R. Oswald.

The Plaintiffs sought damages of $180 million, punitive damages, and other remedies.

On or about December 19, 2018, Steven A.W. De Jaray, Perienne De Jaray and Darrell R. Oswald (collectively, the “Plaintiffs”) commenced an action against the Company and several unnamed defendants in the Multnomah County Circuit Court of the State of Oregon, in connection with the sale of certain products by the Company to the Plaintiffs in or around 2008.

On February 15, 2023, the jury found that the Company was not liable for all outstanding claims and the presiding judge stated he would enter the judgment in favor of the Company.

Additionally, in October 2022 the U.S. government announced controls regarding semiconductor- and supercomputer-related products and restrictions affecting U.S. persons’ ability to send certain chips and chip-related technology and software to China without an export license, which may impact the global supply chain and could negatively affect our business.

The semiconductor industry is highly cyclical and subject to downturns, such as we are currently seeing, and our revenue and gross margin can fluctuate significantly due to such downturns.

We depend on a concentrated group of distributors to sell our products to end customers, complete order fulfillment, maintain sufficient inventory of our products and provide services to our end customers.

Without admitting or denying the allegations, the Company agreed to pay a civil penalty of $185,000 and to cease and desist from future violations of the relevant securities law provisions.

On May 24, 2023, the Plaintiffs filed a second amended complaint, which added Apex-Micro Manufacturing Corporation as a plaintiff and removed the violation of the Lanham Act claim. The Plaintiffs seek damages of $180 million, punitive damages, and other remedies.

On September 27, 2023, the SEC approved the settlement of an administrative proceeding, previously disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2023, alleging that in certain instances the Company (i) failed to timely file public reports regarding reportable transactions by certain of the Company’s officers and directors primarily related to the granting, vesting and related tax withholding of RSUs and (ii) failed to comply with Section 13(a) of the Exchange Act and Item 405 of SEC Regulation S-K regarding the failure to disclose such late filings.

There have been no material changes in the risk factors included in our 2022 10-K, and this report should be read in conjunction with the risk factors set forth in our 2022 10-K.

The appointment of Ernst & Young was ratified, and the voting results are set forth below: For Against Abstain 130,999,058 22,246 33,248

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027

Each of the nine nominees for director was elected for a term of one year

Ford Tamer 125,888,540 852,895 46,143 4,266,974

The Board of Directors of the Company (the “Board”) is currently comprised of nine members.

Tracy Feanny Senior Vice President and General Counsel

On May 1, 2026, the Company’s board of directors appointed Lorenzo A. Flores, the Company’s Chief Financial Officer as Principal Accounting Officer of the Company.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027

The Audit Committee has approved the appointment of Ernst & Young LLP (“EY”) to act as our independent registered public accounting firm for the fiscal year ending January 2, 2027.

The Board of Directors recommends that the stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027.

In connection with his attainment of age 75, the retirement age specified in the Company’s Corporate Governance Guidelines, the Board determined it was in the best interest of the Company and its stockholders to approve a waiver to permit Mr. Jensen to stand for re-election at the 2026 Annual Meeting.

Total compensation payable to any non-employee director for service as a director may not exceed $500,000 per fiscal year, or $750,000 for the first fiscal year of Board service.

D. Jeffrey Richardson, 61, has served as a director since December 2014 and as our Board chair since May 2018.

There are no arrangements or understandings between any director or nominee and any other person or entity other than the Company pursuant to which the director or nominee receives compensation, was nominated, or serves as director.

During the last completed fiscal year, the Compensation Committee was composed of Mr. Lederer (chair), Mr. Richardson, Ms. Dallara, and Mr. Forsyth.

The Board of Directors recommends that stockholders vote “FOR” the election of the following nominees as directors: ▪ Douglas Bettinger ▪ Que Thanh Dallara ▪ John Forsyth ▪ Mark Jensen ▪ James Lederer ▪ D. Jeffrey Richardson ▪ Elizabeth Schwarting ▪ Ford Tamer

During the last completed fiscal year, the Audit Committee was composed of Mr. Jensen (chair), Robin Abrams, Mr. Bettinger, and Mr. Lederer (member until May 1, 2025).

During the last completed fiscal year, the Nominating and Governance Committee was composed of Ms. Schwarting (chair), Ms. Abrams (member until May 1, 2025), Mr. Richardson, and Mr. Forsyth.

Ford Tamer, 64, has served as director since joining the Company as President and Chief Executive Officer in September 2024.

The Board of Directors has determined that each of our directors and director nominees, except for Mr. Tamer, our President and Chief Executive Officer, is independent within the meaning of the applicable rules and regulations of the SEC and Nasdaq.

Directors receive an annual RSU award following the annual meeting of stockholders with a target value of $220,000 (the “Board Grant Target Value”).

Lorenzo Flores, 61, joined the Company in February 2025 and serves as Senior Vice President, Chief Financial Officer.

Tracy Feanny, 52, joined the Company in November 2021 and serves as Senior Vice President, General Counsel, and Secretary.

Tonya Stevens, 54, joined the Company in May 2019 and served as Corporate Vice President, Chief Accounting Officer until March 29, 2026.

Pravin Desale, 56, joined the Company in September 2023 and serves as Senior Vice President of Research and Development.

Esam Elashmawi, 57, joined the Company in September 2018 and serves as Senior Vice President, Chief Strategy and Marketing Officer, and for a period in 2024 served as our Interim Chief Executive Officer before returning to his current position.

Erhaan Shaikh, 58, joined the Company in October 2020 and serves as Senior Vice President, Worldwide Sales.

Ford Tamer, 64, joined the Company in September 2024 and serves as the President and Chief Executive Officer, and as a member of the Board of Directors.

On March 11, 2026, Ms. Stevens submitted her resignation to the Company, effective March 29, 2026, to pursue another opportunity.

In February 2025, the Company appointed Lorenzo Flores as Senior Vice President and Chief Financial Officer and promoted Erhaan Shaikh to Senior Vice President, Worldwide Sales, further strengthening accountability across finance and commercial operations and reinforcing execution against the Company’s growth priorities.

Certain directors are affiliated with entities with which the Company has an indirect commercial relationship, and during the last completed fiscal year, the Company had transactions pursuant to such relationships through distribution channels.

Any related party transactions involving the Company’s directors or executive officers are, by definition, material, and as such, must be reviewed and approved, in writing and in advance, by the Audit Committee.

Tonya Stevens, Chief Accounting Officer

effective March 29, 2026

On March 11, 2026, Tonya Stevens, Chief Accounting Officer, submitted her resignation to Lattice Semiconductor Corporation (the “Company”), effective March 29, 2026.

Ms. Steven’s resignation is not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 3, 2026 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2026, in conformity with U.S. generally accepted accounting principles.

We have served as the Company's auditor since 2020.

Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP) (PCAOB ID: 42)

Lorenzo A. Flores Senior Vice President, Chief Financial Officer

On August 28, 2025, Pravin Desale, Senior Vice President of Research & Development, modified a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5-1(c), pursuant to which an estimated aggregate of 12,757 shares of our Common Stock may be sold.

By: /s/ Lorenzo A. Flores Date: August 4, 2025 Lorenzo A. Flores Senior Vice President, Chief Financial Officer

On May 29, 2025, Tracy Feanny, Senior Vice President, General Counsel and Secretary, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5-1(c), pursuant to which an estimated aggregate of 21,963 shares of our Common Stock may be sold.

The appointment of Ernst & Young was ratified, and the voting results are set forth below:

Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026

The Board of Directors of the Company (the “Board”) is currently comprised of nine members.

Each of the nine nominees for director was elected for a term of one year, and the voting results are set forth below:

Lorenzo A. Flores Senior Vice President, Chief Financial Officer

The Audit Committee has approved the appointment of Ernst & Young LLP (“EY”) to act as our independent registered public accounting firm for the fiscal year ending January 3, 2026.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026, requires the affirmative vote of the holders of a majority of the voting power of our capital stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting.

The Board of Directors recommends that stockholders vote “FOR” the election of Robin Abrams, Douglas Bettinger, Que Thanh Dallara, John Forsyth, Mark Jensen, James Lederer, D. Jeffrey Richardson, Elizabeth Schwarting, and Ford Tamer as directors of the Company.

The Board of Directors has determined that each of our directors and director nominees, except for Mr. Tamer, our President and Chief Executive Officer, is independent within the meaning of the applicable rules and regulations of the SEC and Nasdaq.

Tonya Stevens, 53, joined the Company in May 2019 and serves as Corporate Vice President, Chief Accounting Officer.

Effective October 10, 2024, Sherri Luther resigned as the Company’s Chief Financial Officer, and the Board of Directors appointed Tonya Stevens, Corporate Vice President, Corporate Controller, as Interim Chief Financial Officer, in addition to her existing position at the Company.

Effective February 10, 2025, the Company announced the appointment of Lorenzo Flores as Senior Vice President, Chief Financial Officer.

Effective June 3, 2024, James Anderson resigned as the Company’s President, Chief Executive Officer and Director, and the Company appointed Esam Elashmawi, Chief Marketing and Strategy Officer, as the Interim Chief Executive Officer, in addition to his existing position at the Company.

Effective February 10, 2025, the Company also announced the retirement of Mark Nelson, Senior Vice President, Worldwide Sales, along with the promotion of Erhaan Shaikh to Senior Vice President, Worldwide Sales.

Following a rigorous and extensive search, the Board of Directors appointed Ford Tamer as our President, Chief Executive Officer, and Board member effective September 16, 2024.

During fiscal 2024, the Company’s transactions through distribution channels with each of Kulicke and Soffa Industries, Inc. and Lam Research Corporation were in the ordinary course of business and, given the relative sizes of the businesses of Lattice and each of Kulicke and Soffa Industries, Inc. and Lam Research Corporation, it was determined that neither relationship was a “material interest” under applicable SEC and Nasdaq regulations, and were not of a nature that would impair either director’s independence.

We have served as the Company's auditor since 2020.

Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP) (PCAOB ID: 42)

other than the Form 8-K related to the appointment of Mr. Tamer as our CEO.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 28, 2024.

On the Start Date, Mr. Flores will receive equity incentive awards under the Company’s 2025 Inducement Equity Incentive Plan in the form of restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”) covering shares of the Company’s common stock (together, the “Equity Awards”).

Ms. Stevens, age 53, joined the Company in May 2019 as its Vice President and Corporate Controller and she served as Interim CFO from October 10, 2024 until February 10, 2025.

Mr. Flores will receive a sign-on bonus of $667,000 (less applicable taxes) payable within 30 days of the Start Date, with the after tax amount of such bonus subject to a prorated repayment requirement if Mr. Flores’s voluntarily terminates his employment other than for Good Reason (as defined in the Employment Agreement) or his employment is terminated for Cause (as defined in the Employment Agreement), within 24 months of receiving the bonus.

Mr. Flores will receive additional RSUs with the number of shares of Company common stock subject to such RSU grant equal to $1,000,000 divided by the Average Price. This RSU grant will be scheduled to vest as to 100% of the RSUs on the first anniversary of the Start Date, subject to continued service through the applicable vesting date.

Mr. Flores will receive RSUs with the number of shares of Company common stock subject to such RSU grant equal to $5,000,000 divided by the average closing price of the Company’s common stock on NASDAQ over the 30-calendar day period ending on the Start Date (the “Average Price”). This RSU grant will be scheduled to vest at a rate of 25% of the RSUs on the first anniversary of the Start Date and thereafter at a rate of 6.25% per quarter, subject to continued service through the applicable vesting date.

Beginning in fiscal year 2025, Mr. Flores will be eligible to participate in the Company’s Corporate Incentive Plan with an initial target of 85% of base salary, subject to the achievement of specific milestones as well as the terms of the Company’s Corporate Incentive Plan, up to a maximum payout of 200% of target, with the 2025 bonus pro-rated based on the Start Date.

Mr. Flores’s annual base salary will be $600,000.

Mr. Flores will receive PRSUs with the number of shares of Company common stock subject to such PRSUs equal to $2,500,000 divided by the Average Price, with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index. One-third of the PRSUs will be tested for vesting each year on the anniversary of the grant date and will have a multiplier provision up to 200% in the event of extraordinary performance.

Mr. Flores will receive additional PRSUs with the number of shares of Company common stock subject to such PRSUs equal to $5,000,000 divided by the Average Price, with vesting tied to the Company’s year over year revenue growth. The PSUs will be divided into four equal tranches and for each tranche, revenue growth will be measured by comparing organic revenue for that year to the revenue achieved in the prior year. The first measuring period will be the fiscal year 2025 compared to fiscal year 2024. The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest and can range from 0% to 250% of target, with payment at or above 100% possible with achievement of revenue growth at or above 10%. Additionally, for each measurement period, the revenue growth must exceed the Gartner Non-Memory Semiconductor Revenue Growth market benchmark to be eligible to vest. Vesting of any tranche will occur on the 13-month anniversary following the annual measurement period for that tranche.

Mr. Flores replaces Tonya Stevens, who was the acting Interim CFO.

On February 10, 2025, the Company also announced the appointment of Erhaan Shaikh as successor to Mark Nelson, Senior Vice President, Worldwide Sales, in response to Mr. Nelson’s notification to the Company on February 5, 2025, of his intended retirement. Mr. Shaikh’s appointment as Senior Vice President, Worldwide Sales is effective immediately. Mr. Nelson will continue to serve in an advisory capacity to ensure a smooth transition until March 15, 2025.

On February 10, 2025, the Company announced the appointment of Lorenzo A. Flores as Senior Vice President, Chief Financial Officer (“CFO”) of the Company, effective February 10, 2025 (the “Start Date”).

Also on February 10, 2025, the Company appointed Ms. Stevens as Corporate Vice President, Chief Accounting Officer (“CAO”) of the Company, effective as of the Start Date. In her position as CAO, Ms. Stevens will continue to serve as the Company’s principal accounting officer.

Tonya Stevens Interim Chief Financial Officer

Prior to joining the Company, Ms. Stevens held finance leadership roles at a variety of companies, including Intel Corp. and Price Waterhouse Coopers LLP.

There are no family relationships between Ms. Stevens and any director or executive officer of the Company, and there are no relationships or understandings between Ms. Stevens and any other person pursuant to which she was appointed as the Interim Chief Financial Officer.

Ms. Stevens, age 52, joined the Company in May 2019 as its Vice President and Corporate Controller.

On October 11, 2024, Lattice Semiconductor Corporation (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Tonya Stevens, the Company’s current Corporate Vice President and Corporate Controller, as Interim Chief Financial Officer in addition to her existing position at the Company, effective October 10, 2024.

The appointment follows the resignation of Sherri Luther on October 10, 2024, from her position as Chief Financial Officer, effective immediately.

Ms. Luther advised the Company that her decision to resign did not involve any disagreement with the Company on any matter, including matters relating to the Company’s operations, policies, or practices.

No new compensatory arrangements have been entered into at this time with Ms. Stevens in connection with her assuming the responsibilities as the Company’s Interim Chief Financial Officer.

Ms. Stevens does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Tamer’s appointment as President and CEO, the Company’s Board of Directors (the “Board”) appointed Mr. Tamer as a member of the Board effective on the Start Date.

There are no arrangements or understandings between Mr. Tamer and any other persons pursuant to which Mr. Tamer was appointed President and CEO or a director.

Prior to joining the Company, Mr. Tamer, age 62, served as a Senior Operating Partner of Francisco Partners, a private equity company, which he joined in September 2022.

Mr. Tamer replaces Esam Elashmawi, who was the acting Interim CEO. Mr. Elashmawi will continue serving as Chief Strategy and Marketing Officer, a position that he continued to hold while serving as the Interim CEO.

On September 16, 2024, Lattice Semiconductor Corporation (the “Company”) announced the appointment of Ford Tamer as President and Chief Executive Officer (“CEO”) of the Company, effective September 16, 2024 (the “Start Date”).

On May 10, 2024, Esam Elashmawi, Interim Chief Executive Officer and Chief Marketing and Strategy Officer, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5-1(c), pursuant to which an estimated aggregate of 47,000 shares of our Common Stock may be sold.

By: /s/ Sherri Luther Date: July 29, 2024 Sherri Luther Chief Financial Officer

Mr. Elashmawi has served as Chief Marketing and Strategy Officer since joining the Company in 2018 and brings over 30 years of FPGA technology and industry experience to the role.

On June 3, 2024, Lattice Semiconductor Corporation (the “Company”) announced that on May 31, 2024, the Board of Directors of the Company (the “Board”) appointed Esam Elashmawi, Chief Marketing and Strategy Officer, as Interim Chief Executive Officer in addition to his existing position at the Company and designated Mr. Elashmawi as the Company’s principal executive officer, effective June 3, 2024.

The appointment follows the resignation of James Anderson on May 31, 2024, from his position as President, Chief Executive Officer, and member of the Board to pursue an opportunity with another company, effective as of June 3, 2024.

Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024

The Audit Committee has approved the appointment of Ernst & Young LLP (“EY”) to act as our independent registered public accounting firm for the fiscal year ending December 28, 2024.

The Board of Directors recommends that the stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024.

The Board of Directors has determined that each of our directors and director nominees, except for Mr. Anderson, our President and Chief Executive Officer, is independent within the meaning of the applicable rules and regulations of the SEC and Nasdaq.

During fiscal 2023, the Audit Committee was composed of Mr. Jensen (chair), Ms. Abrams, Mr. Bettinger, and Mr. Lederer.

James R. Anderson, age 51, has served as a director since joining the Company as President and Chief Executive Officer in September 2018.

During fiscal 2023, the Nominating and Governance Committee was composed of Ms. Abrams (chair), Mr. Richardson, Mr. Forsyth (beginning November 2023), Ms. Joshi (member until May 4, 2023), and Ms. Schwarting (beginning March 2023).

The Board of Directors recommends that stockholders vote “FOR” the election of Robin Abrams, James Anderson, Douglas Bettinger, Que Thanh Dallara, John Forsyth, Mark Jensen, James Lederer, D. Jeffrey Richardson, and Elizabeth Schwarting as directors of the Company.

During fiscal 2023, the Compensation Committee was composed of Mr. Lederer (chair), Mr. Richardson, Ms. Skillern, Ms. Joshi (member until May 4, 2023), and Ms. Dallara (beginning November 2023).

Sherri Luther, 58, joined in the Company in January 2019 and serves as Senior Vice President, Chief Financial Officer.

Glenn O’Rourke, 59, joined the Company in December 2018 and serves as Senior Vice President, Global Operations and Quality.

Esam Elashmawi, 55, joined the Company in September 2018 and serves as Senior Vice President, Chief Strategy and Marketing Officer.

Mark Nelson, 58, joined the Company in January 2019 and serves as Senior Vice President, Worldwide Sales.

James R. Anderson, 51, joined the Company in September 2018 and serves as the President and Chief Executive Officer since joining.

Mr. Desale was appointed our Senior Vice President, Research and Development effective as of September 11, 2023.

Any related party transactions involving the Company’s directors or executive officers are, by definition, material, and as such, must be reviewed and approved, in writing and in advance, by the Audit Committee.

Under the Company’s Code of Conduct, if a related party transaction is to be entered into, it must be fully disclosed to the Chief Financial Officer and General Counsel in advance, and if determined to be material by the Chief Financial Officer and General Counsel, the transaction must be reviewed and approved in advance by the Audit Committee of the Board of Directors.

In considering the independence of Mr. Bettinger, it was noted that Mr. Bettinger is Executive Vice President and Chief Financial Officer at Lam Research Corporation, with which the Company has an indirect commercial relationship. During fiscal 2023, the Company’s transactions through distribution channels with Lam Research Corporation were in the ordinary course of business and, given the relative size of the businesses of Lattice and Lam Research Corporation, it was determined that such relationship was not a “material interest” under applicable SEC and Nasdaq regulations, and were not of a nature that would impair his independence.

On February 28, 2024, Stephen Douglass, Chief Technology Officer, notified Lattice Semiconductor Corporation (the “Company”) of his intent to retire from the Company effective June 3, 2024 (“Retirement Date”).

Until the Retirement Date, Mr. Douglass will continue to serve in an advisory capacity to assist with the successful transition of responsibilities.

By: /s/ Sherri Luther Date: February 12, 2024 Sherri Luther Chief Financial Officer

Ms. Dallara will also serve as a member of the Compensation Committee and Mr. Forsyth will serve as a member of the Nominating and Governance Committee.

Ms. Dallara will also serve as a member of the Compensation Committee and Mr. Forsyth will serve as a member of the Nominating and Governance Committee.

On November 10, 2023, the Board of Directors (the "Board") of Lattice Semiconductor Corporation (the "Company") enlarged the Board of Directors from nine to ten members and appointed Que Thanh Dallara, age 50, and John Forsyth, age 50, to the Board effective November 14, 2023.

On November 10, 2023, the Board of Directors (the "Board") of Lattice Semiconductor Corporation (the "Company") enlarged the Board of Directors from nine to ten members and appointed Que Thanh Dallara, age 50, and John Forsyth, age 50, to the Board effective November 14, 2023.

expand officers with authority for signing stock certificates

Sherri Luther Chief Financial Officer

BlackRock, Inc. 13,732,335(5) 10.0%

T. Rowe Price Investment Management, Inc. 20,812,602(2) 15.2%

All directors and executive officers as a group 845,964(20) 0.62%

We primarily sell our products to customers from Lattice Semiconductor Corporation or our wholly-owned subsidiary, Lattice SG Pte. Ltd.

T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 21,544,339(2) 15.63%

BlackRock, Inc. 55 E. 52nd Street New York, NY 10055 16,358,080(3) 11.87%

The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 14,944,397(4) 10.84%

All directors and executive officers asRepresents less than 1%. 647,903(20) 0.47%

Artisan Partners Limited Partnership (and affiliates) 875 East Wisconsin Avenue Suite 800 Milwaukee, WI 53202 8,591,368(5) 6.23%

We primarily sell our products to customers from Lattice Semiconductor Corporation or our wholly-owned subsidiary, Lattice SG Pte. Ltd.

On September 9, 2024, Mark Nelson, Senior Vice President of Sales, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5-1(c), pursuant to which an estimated aggregate of 14,919 shares of our Common Stock may be sold.

On August 19, 2024, Pravin Desale, Senior Vice President of Research & Development, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5-1(c), pursuant to which an estimated aggregate of 21,276 shares of our Common Stock may be sold.

During the second quarter of fiscal 2024, we repurchased 143,402 shares for $10.0 million, or an average price paid per share of $69.73, under the 2024 Repurchase Program.

As of June 29, 2024, the remaining portion of the amount authorized for the 2024 Repurchase Program is approximately $220.0 million.

James R. Anderson, Director, President & CEO 929,418(7) *

T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 12,255,192(4) 8.9%

All directors and executive officers as a group (17 persons) 1,639,739(21) 1.19%

The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 13,972,661(3) 10.12%

BlackRock, Inc. 55 E. 52nd Street New York, NY 10055 18,070,632(2) 13.1%

Artisan Partners Limited Partnership (and affiliates) 875 East Wisconsin Avenue Suite 800 Milwaukee, WI 53202 9,544,835(6) 6.9%

FMR LLC 245 Summer Street Boston, Massachusetts 02210 9,589,160(5) 6.94%

We primarily sell our products to customers from Lattice Semiconductor Corporation or our wholly-owned subsidiary, Lattice SG Pte. Ltd.

Under this plan during the first nine months of fiscal 2023, we have repurchased a total of 351,449 shares for $30.0 million, or an average price paid per share of $85.38.

During the third quarter of fiscal 2023, we repurchased 109,950 shares for $10.0 million, or an average price paid per share of $90.95.

The information in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

As of July 4, 2026, the notional value of our outstanding foreign currency forward contracts designated as cash flow hedges was $44.9 million.

For the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 and for the first six months of fiscal 2026 compared to the first six months of fiscal 2025, revenue from Asia increased by 92% and 82%, respectively, primarily due to hyperscaler demand, while revenue from the Americas decreased by 14% and 26%, respectively, primarily due to the non-recurrence of certain one-time sales in the prior year period, and revenue from Europe increased by 32% and 44%, respectively, primarily due to broad market recovery in this region.

In Fiscal 2026, we began to use derivative financial instruments to manage our exposure to foreign currency exchange rate risk.

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. We are currently evaluating the impact of adoption of this new guidance on our consolidated financial statements and disclosures.

A portion of the Aggregate Consideration will be held in escrow to serve as security for potential adjustments to the Aggregate Consideration and indemnification claims under the Merger Agreement following the completion of the Acquisition, in each case on the terms and subject to the conditions set forth therein.

In addition, as part of the Acquisition, THL and the other stockholders of AMI are agreeing to certain transfer restrictions with respect to the shares of the Company’s common stock issued as consideration for the Acquisition, with 25% of the shares released from the transfer restrictions upon the completion of each successive 90-day period following the completion of the Acquisition and a release in full from the transfer restrictions on the one-year anniversary of the completion of the Acquisition.

Pursuant to the Registration Rights Agreement, THL and its affiliates will collectively be entitled to two underwritten block trades.

As previously disclosed, in connection with the Acquisition, the Company and THL entered into a registration rights agreement (the “Registration Rights Agreement”), which provides for customary registration rights with respect to the shares of the Company’s common stock issued to THL as consideration for the Acquisition.

Under the terms of the Merger Agreement, the Company acquired AMI (the “Acquisition”) for total consideration of approximately $1 billion in cash and approximately 5.2 million shares of Lattice common stock and restricted stock units, subject to adjustments set forth in the Merger Agreement, including for AMI’s working capital, transaction expenses, cash and indebtedness as of the closing (the “Aggregate Consideration”).

On July 27, 2026, Lattice Semiconductor Corporation, a Delaware corporation (“Lattice” or the “Company”), completed the previously disclosed transactions contemplated by that certain Agreement and Plan of Merger by and among the Company, certain of its wholly owned subsidiaries, AMI TopCo, Inc. (“AMI”) and THL AMI Aggregator, LP (“THL”) (solely in its capacity as the representative of securityholders of AMI), dated as of May 4, 2026 (the “Merger Agreement”).

On July 27, 2026, the Company issued a press release announcing the closing of the Acquisition.

The amendment to the Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The financial statements of AMI required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

On July 27, 2026, the compensation committee of the Company’s board of directors (the “Board”) approved an amendment to the Lattice Semiconductor Corporation 2025 Inducement Equity Incentive Plan (the “Inducement Plan”) to increase the number of shares of the Company’s common stock reserved for issuance pursuant to equity awards granted under the Inducement Plan from 2,000,000 shares to 2,625,967 shares, subject to the adjustment provisions of the Inducement Plan.

On June 30, 2026, Lattice Semiconductor Corporation, a Delaware corporation (the “Company”), entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), among the Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (“Agent”)

The Credit Agreement amends and restates that certain Amended and Restated Credit Agreement, dated as of September 1, 2022, by and among the Company, the lenders from time to time party thereto and the Agent (the “Existing Credit Agreement”).

a copy of which will be filed on the Company’s Form 10-Q for the quarter ended July 4, 2026

stockholders representing 95.75% of the outstanding shares of common stock of the Company as of March 2, 2026, the record date for the Annual Meeting, were present in person or by proxy

held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 1, 2026

The advisory vote to approve the executive compensation of the Company’s named executive officers was approved, and the voting results are set forth below: For Against Abstain Broker Non-Votes 109,648,436 17,085,608 53,534 4,266,974

In connection with the Acquisition, the Company and THL are entering into a registration rights agreement (the “Registration Rights Agreement”), which provides for customary registration rights following the completion of the Acquisition with respect to the shares of the Company’s common stock to be issued to THL as consideration for the Acquisition.

In addition, as part of the Acquisition, THL and the other stockholders of AMI are agreeing to certain transfer restrictions with respect to the shares of the Company’s common stock to be issued to THL as consideration for the Acquisition, with 25% of the shares released from the transfer restrictions upon the completion of each successive 90-day period following the completion of the Acquisition and a release in full from the transfer restrictions on the one-year anniversary of the completion of the Acquisition.

The completion of the Acquisition is subject to customary closing conditions set forth in the Merger Agreement, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

On May 4, 2026, Lattice Semiconductor Corporation, a Delaware corporation (the “Company”), certain of its wholly owned subsidiaries, AMI TopCo, Inc. (“AMI”) and THL AMI Aggregator, LP (“THL”) (solely in its capacity as the representative of securityholders of AMI) entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Pursuant to the Registration Rights Agreement, THL and its affiliates will collectively be entitled to two underwritten block trades.

A portion of the Aggregate Consideration will be held in escrow to serve as security for potential adjustments to the Aggregate Consideration and indemnification claims under the Merger Agreement following the completion of the Acquisition, in each case on the terms and subject to the conditions set forth therein.

On May 4, 2026, the Company issued a press release announcing the Company's entry into the Merger Agreement.

During the first quarter of 2026, we aligned our end market structure to our larger strategic market focus areas. We sell our products globally to a broad base of customers in two primary end market groups: Compute and Communications, and Industrial and Embedded.

On May 4, 2026, the Company issued a press release announcing the Company's financial results for the quarter ended April 4, 2026.

On May 4, 2026, the Company, certain of its wholly owned subsidiaries, AMI TopCo, Inc. (“AMI”) and THL AMI Aggregator, LP (solely in its capacity as the representative of securityholders of AMI) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, the Company will acquire AMI on a cash-free/debt-free basis (the “Acquisition”) for total consideration of $1 billion in cash and $650 million in the Company’s common stock, subject to customary adjustments set forth in the Merger Agreement.

Under this plan, $11.4 million of total costs have been incurred through April 4, 2026. The Q3 2024 Plan is expected to be largely complete by the end of the second quarter of fiscal year 2026.

The transaction is expected to close in the third quarter of 2026.

The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, the Company will acquire AMI on a cash-free/debt-free basis (the “Acquisition”) for total consideration of $1 billion in cash and approximately $650 million in shares of the Company’s common stock, subject to customary adjustments set forth in the Merger Agreement.

We expect research and development expense to increase in the future, but to decline as a percentage of revenue.

In the first quarter of fiscal 2026, we settled a portion of the incentive compensation accrued during fiscal 2025 by issuing shares of our Common Stock with a total value of $5.8 million to certain employees.

As of April 4, 2026, we had Cash and cash equivalents of $140.0 million, of which $56.4 million was held by our foreign subsidiaries.

Gross margin, as a percentage of revenue, increased 80 basis points in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.

As of April 4, 2026, the notional value of our outstanding foreign currency forward contracts designated as cash flow hedges was $60 million.

Only stockholders of record at the close of business on March 2, 2026, are entitled to notice of and to vote at the Annual Meeting.

As of the Record Date, there were 136,869,427 shares of common stock outstanding.

to be held at www.virtualshareholdermeeting.com/LSCC2026, on Friday, May 1, 2026, at 1:00 p.m. Pacific Time.

After the overall payment level for the corporate performance components under the 2025 Corporate Incentive Plan had been determined to be 90%, the Compensation Committee made no discretionary adjustments to the 2025 Corporate Incentive Plan payout for our Named Executive Officers based on individual performance.

Lorenzo Flores SVP & CFO 2025 519,231 667,000 13,920,869 414,866 16,806 15,538,771

Pravin Desale SVP R&D 2025 448,227 — 3,577,241 350,311 9,684 4,385,464

The independent directors made no equity awards to Mr. Tamer, our CEO, in 2025, consistent with the multi-year compensation package approved at the time of his hiring in 2024, which represented both the prorated 2024 and 2025 annual equity compensation.

Mr. Flores received a sign-on bonus of $667,000 (less applicable taxes) as part of his new-hire compensation package, with the after tax amount of such bonus subject to a pro-rated repayment requirement if Mr. Flores voluntarily terminates his employment other than for Good Reason (as defined in his employment agreement) or his employment is terminated for Cause (as defined in his Employment Agreement), within 24 months of receiving the bonus.

Ms. Stevens received a discretionary bonus payment of $37,944 to acknowledge her individual performance and efforts during 2024 in her capacity as a non-officer employee prior to the time she became Interim CFO.

Ford Tamer President & CEO 2025 800,000 — — 917,308 7,783 1,725,091

In 2025, the independent directors of the Board, at the recommendation of the Compensation Committee, increased the CEO stock ownership requirements to 5x base salary from 3x base salary.

Mr. Shaikh received a cash bonus of $16,925 earned under the Company’s Sales Incentive Plan (“SIP”) for the period of 2025 prior to his promotion to Senior Vice President, Worldwide Sales in February 2025.

Esam Elashmawi SVP Strategy & Marketing 2025 565,199 — 3,707,945 439,369 20,169 4,732,681

The annualized annual total compensation of our CEO, calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, was $1,725,091.

By: /s/ Tracy Feanny Date: March 11, 2026 Tracy Feanny Senior Vice President and General Counsel

In our opinion, Lattice Semiconductor Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on the COSO criteria.

On February 10, 2026, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and full year ended January 3, 2026.

A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K.

On December 3, 2025, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) authorized up to a $250 million share purchase (the “2026 Repurchase Program”).

The 2026 Repurchase Program has no termination date and may be suspended or discontinued at any time.

On July 4, 2025, the United States enacted tax legislation (the “Tax Act”).

Under this plan, approximately $10.0 million of total costs have been incurred through September 27, 2025. The Q3 2024 Plan is expected to be largely complete by the end of fiscal year 2025.

Item 2.02. Results of Operations and Financial Condition.

On November 3, 2025, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the third quarter ended September 27, 2025.

Under the Q3 2024 Plan, which is described in our 2024 10-K, we incurred restructuring costs of approximately $0.8 million and $2.4 million in the third quarter and first nine months, respectively, of fiscal 2025, and approximately $6.5 million in both the third quarter and first nine months of fiscal 2024.

Under the Q3 2023 Plan, which is described in our 2024 10-K, we incurred no restructuring costs during the first nine months of fiscal 2025, and restructuring costs of approximately $0.3 million and $5.3 million during the third quarter and first nine months, respectively, of fiscal 2024. Under this plan, approximately $7.3 million of total costs have been incurred through September 27, 2025. All actions planned under the Q3 2023 Plan have been implemented.

Press Release, dated November 3, 2025 (furnished herewith).

Operating expenses increased year-over-year primarily due to higher stock-based compensation in the current year periods; excluding stock-based compensation, operating expenses decreased year-over-year.

Gross margin, as a percentage of revenue, decreased 110 basis points in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024 and decreased by 40 basis points for the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024.

The impacts of provisions effective in 2025 have been incorporated into the income tax provision in the third quarter and first nine months of fiscal 2025 and did not have a material impact on our effective tax rate.

A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K.

Under the Q3 2024 Plan, which is described in our 2024 10-K, we incurred restructuring costs of approximately $1.5 million and $1.6 million in the second quarter and first six months, respectively, of fiscal 2025. Under this plan, approximately $9.2 million of total costs have been incurred through June 28, 2025. The Q3 2024 plan is expected to be largely complete by the end of fiscal year 2025.

A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On July 4, 2025, the United States enacted tax legislation (the “Tax Act”). The Tax Act includes significant provisions, such as the permanent extension of certain expiring provisions of The 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

During the first quarter of fiscal 2025, the Compensation Committee of the Board of Directors approved a modification to the performance condition periods and vesting criteria associated with these revenue growth performance awards and similar awards that were granted to certain executives in fiscal 2024 to align the awards with the Company's growth strategy. The modification extended the beginning and end dates of each measurement period by one year, such that the performance condition will be measured annually after each fiscal year-end for one-fourth of the grants with the first measurement period beginning in fiscal 2026 and the last measurement period ending at the end of fiscal 2029.

On August 4, 2025, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the second quarter ended June 28, 2025.

Inventories as of June 28, 2025 decreased $9.6 million, or approximately 9%, compared to December 28, 2024 primarily as a result of reduced wafer purchases to align with softer demand as customers continue to normalize their own inventories.

At the Annual Meeting, stockholders representing 95.74% of the outstanding shares of common stock of the Company as of March 3, 2025, the record date for the Annual Meeting, were present in person or by proxy.

On May 5, 2025, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the first quarter ended March 29, 2025.

The Q3 2024 plan is expected to be largely complete in the first half of fiscal year 2025.

Lattice Semiconductor Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 2, 2025.

The advisory vote to approve the executive compensation of the Company’s named executive officers was approved, and the voting results are set forth below:

Three Months Ended March 29, March 30, (In thousands, except per share data) 2025 2024 Revenue $ 120,150 $ 140,815

Under the Q3 2024 Plan, which is described in the 2024 10-K, we incurred restructuring costs of approximately $0.1 million in the first quarter of fiscal 2025.

While we do not consider AI applications as a distinct end market, we expect AI-related revenue to grow over the next few years based on the growing pipeline of AI-related design wins.

to be held at https://meetnow.global/MTX4VM2, on Friday, May 2, 2025, at 1:00 p.m. Pacific Time.

In fiscal 2024, the Board of Directors held a total of eight meetings.

As of the Record Date, there were 137,614,370 shares of common stock outstanding.

Only stockholders of record at the close of business on March 3, 2025, are entitled to notice of and to vote at the Annual Meeting.

Our Corporate Governance Policies include a requirement that our CEO must maintain ownership of shares of our common stock equal in value to three times his base salary, while our executive officers must maintain ownership of shares of our common stock equal in value to two times their base salary.

Mark Nelson SVP Worldwide Sales 2024 465,315 12,791,129 0 19,266 13,275,709

The Board of Directors and Compensation Committee provided Mr. Tamer with a compensation package where 99% of Mr. Tamer’s total new-hire compensation is considered variable and at risk, with a substantial majority being performance-based.

The median of the annual total compensation of all employees of our company (other than our CEOs), was $72,378.

For 2024, based on this information, the annual total compensation of our CEO was 1,298.6 times that of the median of the annual total compensation of all employees.

Additionally, Mr. Tamer received sign-on awards in the form of PRSUs and RSAs with an aggregate target grant date fair value of $30,000,000 (“Sign-On Award”), to support driving the Company’s strategy, aligning with shareholder returns, and in part to recognize equity awards that Mr. Tamer forfeited from his prior employer, Francisco Partners, a private equity firm.

Sherri Luther Former CFO 2024 360,881 12,516,855 0 18,373 12,896,108

Pravin Desale SVP R&D 2024 411,692 14,889,855 0 8,587 15,310,134

Directors received an RSU award following the annual meeting of stockholders for a number of shares of common stock determined by dividing $190,000 by the fair market value of a share of the common stock on the grant date (“Annual RSU Grant”), which vests and become payable with respect to 100% of the RSUs on the first anniversary of the grant date, provided that the director continues to serve as a director on such dates.

Esam Elashmawi SVP Strategy & Marketing 2024 550,450 13,009,192 0 19,572 13,579,214

Ford Tamer President & CEO 2024 215,385 $0 68,938,422 0 1,173 69,154,980

Tonya Stevens Interim CFO 2024 379,335 3,249,454 0 17,576 3,646,364

James R. Anderson Former President & CEO 2024 325,865 15,948,933 0 13,154 16,287,952

The Board of Directors recommends that stockholders vote “FOR” the approval, on a non-binding, advisory basis of our Named Executive Officers’ compensation disclosed in this Proxy Statement.

For fiscal 2024, the Compensation Committee determined that the minimum threshold was not met for Non-GAAP operating income and that the minimum threshold was not met for Revenue, and therefore, there was no payout to be made to our Named Executive Officers under the 2024 Corporate Incentive Plan.

In 2024, non-employee directors received a cash retainer of $60,000 per year for service on the Board of Directors, the Board Chair received an additional annual retainer of $55,000, and the chairs of the Audit Committee, Compensation Committee, and Nominating and Governance Committee received additional annual retainers of $20,000, $15,000, and $10,000, respectively.

Tracy Feanny SVP & General Counsel 2024 390,579 10,340,405 0 17,480 10,748,464

Our assessment of the fair value of these intangible assets concluded that they had been fully impaired as of December 28, 2024, and we recorded an impairment charge of $13.9 million for fiscal 2024 in the Consolidated Statements of Operations.

Revenue decreased $227.8 million, or 31%, in fiscal 2024 compared to fiscal 2023, primarily due to softer demand in industrial and automotive applications, telecommunications infrastructure deployments, and from continued inventory normalization by customers.

In September 2024, our management commenced an internal restructuring plan ("the Q3 2024 Plan"), which includes a global workforce reduction. Under this plan, we have incurred restructuring costs of approximately $7.6 million through December 28, 2024.

The goodwill balance at December 28, 2024 is comprised of approximately $315.4 million from prior acquisitions. No impairment charges relating to goodwill were recorded for fiscal 2024, 2023, or 2022.

management concluded that, as of December 28, 2024, the Company's internal control over financial reporting was effective.

Pursuant to the terms of the Employment Agreement, upon a termination of Mr. Flores’s employment by the Company without Cause or by Mr. Flores with Good Reason (each a “Qualifying Termination”) outside of the period beginning immediately prior to or 24 months following a change in control of the Company (the “Change in Control Period”), then, subject to Mr. Flores’s timely execution and non-revocation of a release of claims, he will be eligible to receive severance payments and benefits set forth in the Employment Agreement, which include: (i) a lump sum payment equal to 100% of Mr. Flores’s base salary plus 100% of Mr. Flores’s target bonus (adjusted pro rata on a monthly basis depending on the month in which the Qualifying Termination occurs and for the amount estimated by the Company’s finance group to be the anticipated bonus plan payment percentage based on the performance of the Company anticipated for the applicable fiscal year), and (ii) up to 12 months of COBRA benefits for Mr. Flores and any eligible dependents under the Company’s group health plans.

If any payment or benefit payable to Mr. Flores constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then Mr. Flores’s payments or benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by Mr. Flores on an after-tax basis of the greatest amount of benefits.

The Employment Agreement has an initial 3-year term, with 1-year automatic renewals thereafter unless either party provides the other party with written notice of non-renewal at least 6 months prior to the date of automatic renewal. The Employment Agreement provides that Mr. Flores will be an at-will employee.

Pursuant to the terms of the Employment Agreement, in case of a Qualifying Termination during the Change in Control Period then, subject to Mr. Flores’s timely execution and non-revocation of a release of claims, he will be eligible to receive severance payments and benefits set forth in the Employment Agreement, which include (i) a lump sum payment equal to 100% of Mr. Flores’s base salary plus 100% of Mr. Flores’s target bonus (without any pro rationing or other adjustment), (ii) up to 12 months of COBRA benefits for Mr. Flores and any eligible dependents under the Company’s group health plans, and (iii) 100% of accelerated vesting of any equity awards that vest based solely on continued service with any equity awards that remain subject to performance goals treated as set forth in the applicable award agreement.

In connection with his appointment as CFO, Mr. Flores entered into an employment agreement with the Company (the “Employment Agreement”) as of February 10, 2025.

On February 10, 2025, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and full year ended December 28, 2024.

On February 10, 2025, the Company issued a press release announcing the transition and appointments described in this Current Report on Form 8-K.

awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company.

The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

its terms are substantially similar to the Company’s 2023 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a merger or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception.

The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares and other stock or cash-based awards

On January 9, 2025, the board of directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) adopted the. Lattice Semiconductor Corporation 2025 Inducement Equity Incentive Plan (the “Inducement Plan”)

and, subject to the adjustment provisions of the Inducement Plan, reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan

A copy of the Inducement Plan and related form agreements under the Inducement Plan are attached as Exhibit 10.1 hereto and incorporated by reference herein.

This authorization allows the Company to repurchase shares of its common stock until December 31, 2025.

A copy of the Company’s press release announcing the 2025 Repurchase Program is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On December 4, 2024, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) authorized up to a $100 million share purchase (the “2025 Repurchase Program”).

On November 4, 2024, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the third quarter ended September 28, 2024.

Under the Q3 2023 Plan, which is described in the 2023 10-K, we incurred restructuring costs of approximately $0.3 million and approximately $5.3 million during the third quarter and first nine months, respectively, of fiscal 2024.

In September 2024, our management commenced an internal restructuring plan ("the Q3 2024 Plan"), which includes a global workforce reduction.

Under this plan, we have accrued restructuring costs of approximately $6.5 million through September 28, 2024.

Additionally, our business is impacted by the cyclic correction affecting the broader semiconductor industry, which has seen softened demand across our end markets.

Three Months Ended Nine Months Ended September 28, September 30, September 28, September 30, (In thousands, except per share data) 2024 2023 2024 2023 Revenue $ 127,091 $ 192,169 $ 391,982 $ 566,558

Net income $ 7,190 $ 53,788 $ 44,617 $ 160,355

The estimated potential reduction in our uncertain tax positions in the next 12 months is up to $36.0 million.

While we do not consider AI applications as a distinct end market, we expect AI-related revenue to grow over the next few years based on the growing pipeline of AI-related design wins.

On October 11, 2024, the Company issued a press release announcing the transition and appointments described in this Current Report on Form 8-K.

The Offer Letter does not have a specific term and provides that Mr. Tamer will be an at-will employee.

For fiscal year 2024, the aggregate target grant date value of the long-term incentive awards for Mr. Tamer equals $1,700,000, provided as RS plus $1,700,000 as PSUs (together the “Pro-Rated Fiscal Year 2024 Awards”).

$6,700,000 of the total Equity Award value at target (representing 50% of the Pro-Rated Fiscal Year 2024 Awards value and approximately16.67% ($5,000,000) of the Sign-On Awards value) will be granted as PSUs with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index. The PSUs will be tested for vesting on the 3rd anniversary of the Start Date and will have a multiplier provision up to 250% in the event of extraordinary performance.

All Equity Awards will be granted on the Start Date with the number of shares of Company common stock subject to each Equity Award determined by dividing the dollar value of the applicable Equity Award by the 30-day trailing average of the Company’s common stock as of the Start Date (rounded down to the next whole share).

$10,000,000 of the total Equity Award value at target (representing approximately 33% of the Sign-On Awards value) will be granted as PSUs with vesting tied to the Company’s stock price appreciation. The actual number of shares that become eligible to vest, if any, will be determined by the achievement of performance goals for percentage increase of the Company’s share price during a six-year performance period starting on the Start Date.

For fiscal year 2025, the aggregate target grant date value of the long-term incentive awards for Mr. Tamer equals $5,000,000, provided as RS plus $5,000,000 as PSUs (together the “Fiscal Year 2025 Awards”).

Mr. Tamer’s annual base salary will be $800,000, and his base salary will be periodically reviewed as a part of the Company’s regular review of compensation.

$10,000,000 of the total Equity Award value at target (representing approximately 33% of the Sign-On Awards value) will be granted as PSUs with vesting tied to the Company’s year over year revenue growth. The PSUs will be divided into four equal tranches and for each tranche, revenue growth will be measured by comparing organic revenue for that year to the revenue achieved in the prior year. The first measuring period will be the fiscal year 2025 as compared to fiscal year 2024. The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest and can range from 0% to 250% of target, with payment at or above 100% possible with achievement of revenue growth at or above 10%. Additionally, for each measurement period, the revenue growth must exceed the Gartner Non-Memory Semiconductor Revenue Growth market benchmark to be eligible to vest. Vesting of any tranche will occur on the 13-month anniversary following the annual measurement period for that tranche.

In case of a Qualifying Termination during the Change in Control Period then, subject to Mr. Tamer’s timely execution and non-revocation of a release of claims, he will be eligible to receive severance payments and benefits set forth in the Offer Letter, which include (i) a lump sum payment equal to 200% of Mr. Tamer’s base salary plus 200% of Mr. Tamer’s target bonus, (ii) up to18 months of COBRA benefits for Mr. Tamer and any eligible dependents under the Company’s group health plans, and (iii) 100% of accelerated vesting of any equity awards that vest based solely on continued service with any equity awards that remain subject to performance goals treated as set forth in the applicable award agreement.

Mr. Tamer will be eligible for an annual target bonus equal to 125% of his then-current base salary, subject to the terms of the Company’s Corporate Incentive Plan in effect for each applicable fiscal year. For the 2024 fiscal year, the maximum bonus payout percentage is 200% of target and any paid bonus for 2024 will be prorated based on the number of days Mr. Tamer is employed as CEO during 2024.

$6,700,000 of the total Equity Award value (representing 50% of the Pro-Rated Fiscal Year 2024 Awards value and approximately16.67% ($5,000,000) of the Sign-On Awards value) will be granted as an award of time-vesting RS, with 25% of the shares of RS scheduled to vest on the 1st anniversary of the Start Date and vesting thereafter at a rate of 6.25% per quarter.

Upon a termination of Mr. Tamer’s employment by the Company without Cause (as defined in the Offer Letter) or by Mr. Tamer with Good Reason (as defined in the Offer and each a “Qualifying Termination”) outside of the period beginning three months prior to or 24 months following a change in control of the Company (the “Change in Control Period”), then, subject to Mr. Tamer’s timely execution and non-revocation of a release of claims, he will be eligible to receive severance payments and benefits set forth in the Offer Letter, which include: (i) a lump sum payment equal to 100% of Mr. Tamer’s base salary plus 100% of Mr. Tamer’s target bonus, (ii) up to12 months of COBRA benefits for Mr. Tamer and any eligible dependents under the Company’s group health plans, and (iii) 12 months of accelerated vesting of any equity awards that vest based solely on continued service (or 24 months of accelerated vesting for any time-based equity awards granted on the Start Date if the Qualifying Termination occurs prior to the 2nd anniversary of the Start Date) with any equity awards that remain subject to performance goals treated as set forth in the applicable award agreement.

Additionally, Mr. Tamer will receive sign-on awards in the form of time-based RS and PSUs with an aggregate target grant date value of $30,000,000, in part to recognize equity awards that Mr. Tamer forfeited from Francisco Partners (the “Sign-On Awards,” together with the Pro-Rated Fiscal Year 2024 Awards and the Fiscal Year 2025 Awards, the “Equity Awards”).

In connection with his appointment as President and CEO, Mr. Tamer entered into an offer letter agreement with the Company (the “Offer Letter”) on September 14, 2024.

On September 16, 2024, the Company issued a press release announcing the transition and appointments described in this Current Report on Form 8-K.

In the first quarter of fiscal 2024, we granted awards of RSUs with a market condition to certain executives.

For our awards with a market condition or a performance condition, we recorded benefits from forfeitures of approximately $15.1 million in the second quarter of fiscal 2024 due to executive departures, which was partially offset by stock compensation expense of approximately $6.1 million and $12.0 million in the second quarter and first six months of fiscal 2024, respectively

Under the Q3 2023 Plan, which is described in the 2023 10-K, we incurred restructuring costs of approximately $2.7 million and approximately $5.0 million during the second quarter and first six months, respectively, of fiscal 2024. Under this plan, approximately $7.0 million of total costs have been incurred through June 29, 2024.

As of June 29, 2024, we had Cash and cash equivalents of $109.2 million, of which approximately $43.1 million was held by our foreign subsidiaries.

On July 29, 2024, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the second quarter ended June 29, 2024.

A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K.

Press Release, dated July 29, 2024 (furnished herewith).

The information in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On June 3, 2024, the Company issued a press release announcing the transition and appointments described in this Current Report on Form 8-K.

Mr. Anderson advised the Company that his decision to resign did not involve any disagreement with the Company on any matter, including matters relating to the Company’s operations, policies, or practices.

Lattice Semiconductor Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 3, 2024.

At the Annual Meeting, stockholders representing 94.71% of the outstanding shares of common stock of the Company as of March 8, 2024, the record date for the Annual Meeting, were present in person or by proxy.

Under the Q3 2023 Plan, which is described in the 2023 10-K, we incurred restructuring costs of approximately $2.3 million during the first quarter of fiscal 2024. Under this plan, approximately $4.3 million of total costs have been incurred through March 30, 2024. The Q3 2023 plan is expected to be largely complete by the end of fiscal year 2024.

While we do not consider AI applications as a distinct end market, we expect AI-related revenue to grow over the next few years based on the growing pipeline of AI-related design wins.

Cash provided by operating activities for the first three months of fiscal 2024 was $29.5 million compared to $44.9 million for the first three months of fiscal 2023.

On April 29, 2024, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the first quarter ended March 30, 2024.

On August 4, 2023, the Company adopted an Executive Compensation Recovery (“Clawback”) Policy (the “Clawback Policy”) pursuant to the regulations mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq Listing Rule 5608.

Each of our Named Executive Officers has entered into an employment agreement with the Company.

All payments and benefits that may be provided under a Named Executive Officer’s employment agreement in connection with a change in control of the Company are payable only if there is a subsequent loss of employment by the Named Executive Officer (a so-called “double-trigger” arrangement).

On March 10, 2023, Ms. Joshi notified the Company of her decision not to stand for reelection to the Board.

The 2024 Annual Meeting of Stockholders of Lattice Semiconductor Corporation will be held on Friday, May 3, 2024 at 1:00 p.m. PT, virtually via the Internet at https://meetnow.global/MKJQ5ML.

Mr. Forsyth and Ms. Dallara each were appointed on November 10, 2023, with service as a director commencing November 14, 2023.

Ms. Schwarting was appointed on March 10, 2023, with service as a director commencing March 14, 2023.

In fiscal 2023, the Board of Directors held a total of five meetings.

At our 2023 Annual Meeting of Stockholders, we held a non-binding, advisory vote on the compensation of our Named Executive Officers (a “Say-on-Pay” vote) and approximately 97% of the votes cast approved our Named Executive Officers’ compensation for fiscal 2022.

For 2023, based on this information, the annual total compensation of our President and CEO was 151.9 times that of the median of the annual total compensation of all employees.

Granted time-based RSU awards that may be settled for shares of our common stock with aggregate values of (i) $4,000,000 for our CEO;

The Board of Directors recommends that stockholders vote “FOR” the approval, on a non-binding, advisory basis of our Named Executive Officers’ compensation disclosed in this Proxy Statement.

James R. Anderson President and CEO 2023 711,539 — 12,897,726 — 754,965 16,368 14,380,598

In 2023, non-employee directors received a cash retainer of $60,000 per year for service on the Board of Directors, the Board Chair received an additional annual retainer of $55,000, and the chairs of the Audit Committee, Compensation Committee, and Nominating and Governance Committee received additional annual retainers of $20,000, $15,000, and $10,000, respectively.

Directors received an RSU award following the annual meeting of stockholders for a number of shares of common stock determined by dividing $190,000 by the fair market value of a share of the common stock on the grant date (“Annual RSU Grant”), which vests and become payable with respect to 100% of the RSUs on the first anniversary of the grant date, provided that the director continues to serve as a director on such dates.

Based on this assessment, management concluded that, as of December 30, 2023, the Company's internal control over financial reporting was effective.

On February 12, 2024, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the fourth quarter and full year ended December 30, 2023.

The amendments adopt a majority voting standard for uncontested director elections, with a plurality voting standard for contested director elections, and make other technical and conforming changes.

On December 14, 2023, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective on that date.

3.1 Amended and Restated Bylaws of Lattice Semiconductor Corporation.

On November 30, 2023, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) authorized a $250 million share purchase (the “Repurchase Program”).

In addition, Mr. Forsyth will enter into the Company’s standard form of indemnification agreement.

In addition, Ms. Dallara will enter into the Company’s standard form of indemnification agreement.

On November 10, 2023, the Board of Directors (the "Board") of Lattice Semiconductor Corporation (the "Company") enlarged the Board of Directors from nine to ten members and appointed Que Thanh Dallara, age 50, and John Forsyth, age 50, to the Board effective November 14, 2023.

There are no arrangements or understandings between Ms. Dallara or Mr. Forsyth and any other person pursuant to which Ms. Dallara or Mr. Forsyth were selected as a director.

The RSUs subject to Ms. Dallara’s Award will vest on the anniversary of the 2023 annual meeting of stockholders of the Company, subject to Ms. Dallara’s continued service to the Company at such time.

In connection with Mr. Forsyth’s service as a director, he will participate in the Company's customary compensatory arrangement for outside directors, as described in the Company's proxy statement for the 2023 annual meeting of shareholders, including an annual retainer of $60,000 for Board service and an annual retainer of $5,000 for service on the Nominating and Governance Committee.

In addition, there are no transactions in which Ms. Dallara or Mr. Forsyth has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Neither Ms. Dallara nor Mr. Forsyth have any family relationships with any of the Company’s directors or executive officers.

In addition, Ms. Dallara will be granted a restricted stock unit (“RSU”) award with a fair market value of $190,000 on the date of grant, prorated to reflect her months of service on the Board from the date of appointment to the date of the Company’s next annual meeting, pursuant to the terms of the Company's 2011 Non-Employee Director Equity Incentive Plan (the “Award”).

In addition, Mr. Forsyth will be granted a restricted stock unit (“RSU”) award with a fair market value of $190,000 on the date of grant, prorated to reflect his months of service on the Board from the date of appointment to the date of the Company’s next annual meeting, pursuant to the terms of the Company's 2011 Non-Employee Director Equity Incentive Plan (the “Award”).

In connection with Ms. Dallara’s service as a director, she will participate in the Company's customary compensatory arrangement for outside directors, as described in the Company's proxy statement for the 2023 annual meeting of shareholders, including an annual retainer of $60,000 for Board service and an annual retainer of $10,000 for service on the Compensation Committee.

The RSUs subject to Mr. Forsyth’s Award will vest on the anniversary of the 2023 annual meeting of stockholders of the Company, subject to Mr. Forsyth’s continued service to the Company at such time.

On November 3, 2023, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately.

require, in accordance with market practice, additional information regarding the proposing or nominating stockholder (including about director nominees) in the notice to the Company

revise the forum selection provision to provide additional clarity as to claims that will be subject to jurisdiction in the Delaware Court of Chancery and the federal district courts of the United States of America

require the nominating stockholder to provide reasonable evidence five business days before the stockholder meeting that the stockholder has complied with Rule 14a-19

require the nominating stockholder to disclose whether such stockholder intends to solicit the percentage of the Company’s stockholder voting power as required under Rule 14a-19 of the 1934 Act (“Rule 14a-19”)

reflect changes in Delaware law providing increased flexibility with respect to the electronic transmission of notices

amend provisions relating to the preparation of the stock list for a stockholder meeting to conform to current Delaware law and otherwise confirm procedural aspects of counting votes and the role of the inspector of elections

provide that where the nominating stockholder violates Rule 14a-19, the stockholder’s nominee(s) are ineligible for election and proxies and votes in respect of such nominee(s) will be disregarded

implement various conforming, technical, and other non-substantive changes

require stockholders’ director nominees to consent to being named on the Company’s proxy card

revise indemnification provisions to reflect recent updates to Delaware law and to track the language and scope of the Company’s recently adopted form of indemnification agreement

The amendments update the procedural and disclosure requirements for stockholders intending to nominate directors or propose other business (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) at annual or special meetings of stockholders

3.1 Amended and Restated Bylaws of the Company, effective November 3, 2023.

The Q3 2023 plan is expected to be largely complete by the end of fiscal year 2024.

We incurred restructuring costs of approximately $1.5 million during the third quarter and first nine months of fiscal 2023.

In the third quarter of 2023, our management approved and executed an internal restructuring plan (the “Q3 2023 Plan”), which included a targeted workforce reduction intended to reorganize critical roles and focus skillsets in key growth markets.

On August 24, 2023, Mark Nelson, Senior Vice President of Sales, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5-1(c), pursuant to which an estimated aggregate of 39,640 shares of our Common Stock may be sold.

Gross margin, as a percentage of revenue, increased 120 basis points in the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022 and increased by 170 basis points in the first nine months of fiscal 2023 compared to the first nine months of fiscal 2022.

On October 30, 2023, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the third quarter ended September 30, 2023.