Pixelworks, Inc 8-K Filing

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01 Other Events

Item 8.01 Other Events. On December 20, 2025, the Board of Directors (the "Board") of Pixelworks, Inc. (the "Company"), adopted resolutions by unanimous written consent (the "Resolutions") directing the Company's management to take all necessary steps to complete the pending sale (the "Sale") of all of the shares of common stock of Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. ("PWSH"), held by Pixelworks Semiconductor Technology Company, LLC, a wholly owned subsidiary of the Company, to Tiansui Xinyuan Technology (Shanghai) Co., Ltd. (the "Buyer"). Prior to adopting the Resolutions, the Board held a special meeting on December 19, 2025, during which the Company's executive officers and directors discussed in detail a number of factors that led to the decisions reflected in the Resolutions, including the following: the Company would need additional capital to scale the PWSH business to reach and sustain profitability, which would be difficult and expensive for the Company to raise given the current capital structure of PWSH; the Company's TrueCut business is potentially a high margin technology licensing business that is expected to require significantly less capital to reach and sustain profitability; the Sale will enable the Company to resolve the repurchase rights held by the other PWSH shareholders, a significant financial obligation of the Company that otherwise would continue to increase and could require significant additional capital to resolve; and the Sale will enable the Company to focus on designing and developing cutting-edge visual processing technology, the Company's core competency and strategic focus over the past several years, and to pursue the licensing model, a more cost-effective means of monetizing this technology than the fabless semiconductor model. Based on the foregoing factors, the Board determined that the Sale does not involve the sale of substantially all of the Company's property and assets and, therefore, that shareh

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 8- K are forward-looking statements. Examples of such statements include, but are not limited to, statements regarding the closing of the Sale and the expected timing thereof and the Company's plans and expectations following the Sale. We may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management's current expectations and understandings and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, market and other conditions and other factors described in this report and in our other filings with the Securities and Exchange Commission (the "SEC") from time to time. We disclaim any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made, except as required by law. You should review additional disclosures we make in our filings with the SEC, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and current reports. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PIXELWORKS, INC. (Registrant) Dated: December 22, 2025 /s/ Haley F. Aman Haley F. Aman Chief Financial Officer

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