PREM14A

PREM14A 1 d34834dprem14a.htm PREM14A PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

SILICON LABORATORIES INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required.

☐	Fee paid previously with preliminary materials:

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED MARCH 13, 2026

[●], 2026

Dear Silicon Labs Stockholder:

We cordially invite you to attend a special meeting (the “Special Meeting”) of the stockholders of Silicon Laboratories Inc. (“Silicon Labs” or “we”), to be held on [●], 2026 at [●] Central Time, via the Internet at www.proxydocs.com/SLAB.

At the Special Meeting you will be asked to consider and vote upon a proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of February 4, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Silicon Labs, Texas Instruments Incorporated, a Delaware corporation (“Texas Instruments”), and Caldwell Merger Corp., a Delaware corporation and wholly owned direct subsidiary of Texas Instruments (“Merger Sub”) and approve the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into Silicon Labs (the “Merger”), with Silicon Labs surviving as a wholly owned direct subsidiary of Texas Instruments.

You also will be asked to consider and vote upon a proposal (the “Compensation Proposal”) to approve, by a non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger.

You also will be asked to consider and vote upon a proposal (the “Adjournment Proposal”) to adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Silicon Labs’ stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.

If the Merger is completed, you will be entitled to receive $231.00 in cash, without interest thereon, less any applicable withholding taxes, for each share of our common stock, par value $0.0001 per share (“Common Stock”), owned by you (unless you have perfected and not withdrawn your appraisal rights with respect to such shares), which represents a premium of approximately (i) 61% to the volume-weighted average share price of our Common Stock for the 30-trading-day period ending February 2, 2026, and (ii) 61% to the closing per share price of our Common Stock on February 2, 2026.

Silicon Labs’ board of directors (the “Board”) has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Silicon Labs and its stockholders, (ii) approved and declared advisable the entry into the Merger Agreement and the consummation of the transactions contemplated thereby, (iii) recommended that Silicon Labs’ stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, and (iv) directed that the Merger Agreement be submitted to Silicon Labs’ stockholders for their adoption. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon.

The Board recommends that you VOTE:

•

“FOR” approval of the Merger Proposal;

•

“FOR” approval of the Compensation Proposal; and

•

“FOR” approval of the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own, please complete, date, sign and return, as promptly as possible, the

enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you attend the Special Meeting and vote at the Special Meeting, your vote by ballot will revoke any proxy previously submitted.

If your shares of our Common Stock are held in “street name” by your bank, brokerage firm or other nominee, they will be unable to vote your shares of our Common Stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our Common Stock in accordance with the procedures provided by them. The failure to vote, or to instruct your bank, brokerage firm or other nominee to vote, your shares of our Common Stock “FOR” approval of the Merger Proposal will have the same effect as voting against.

The accompanying proxy statement provides you with detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes, including the Merger Agreement, carefully. You may also obtain additional information about Silicon Labs from documents we have filed with the Securities and Exchange Commission (the “SEC”).

If you have any questions or need assistance voting your shares of our Common Stock, please contact our proxy solicitor at:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, New York 10005

Banks and brokers, please call: 212-380-6982

All others, please call toll-free: (800) 967-0271

Email: SLAB@dfking.com

Thank you in advance for your cooperation and continued support.

Sincerely,

R. Matthew Johnson

President and Chief Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement and a proxy card are first being mailed on or about [●], 2026 to our stockholders as of the close of business on [●], 2026.

LOGO

Silicon Laboratories Inc.

400 West Cesar Chavez

Austin, Texas 78701

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS


DATE:		[●], 2026
TIME:		[●] Central Time
PLACE:		The special meeting (the “*Special Meeting*”) will be conducted exclusively online at www.proxydocs.com/SLAB to permit all stockholders equal access to the Special Meeting. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting.
ITEMS OF BUSINESS:		1. To consider and vote on a proposal (the “*Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of February 4, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Silicon Laboratories Inc. (“Silicon Labs” or “we”), Texas Instruments Incorporated, a Delaware corporation (“Texas Instruments”) and Caldwell Merger Corp., a Delaware corporation and wholly owned direct subsidiary of Texas Instruments (“Merger Sub”) and approve the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into Silicon Labs (the “Merger”), with Silicon Labs surviving as a wholly owned direct subsidiary of Texas Instruments. A copy of the Merger Agreement is attached as Annex A* to the accompanying proxy statement. 2. To consider and vote on a proposal (the “*Compensation Proposal*”), to approve, by a non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger.
		3. To consider and vote on a proposal (the “*Adjournment Proposal*”) to adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Silicon Labs’ stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.
RECORD DATE:		Only stockholders of record at the close of business on [●], 2026 are entitled to notice of, and to vote at, the Special Meeting. All stockholders of record as of that date are cordially invited to attend the Special Meeting.
PROXY VOTING:		Your vote is very important, regardless of the number of shares of Common Stock you own. To ensure your shares are represented and voted at the Special Meeting, please vote as promptly as possible, regardless of whether or not you plan to attend the Special Meeting.


		The Merger cannot be completed unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. The failure to vote will have the same effect as a vote against the Merger Proposal.
		If your shares are held in the name of a bank, brokerage firm or other nominee, please vote by following the instructions on the voting instruction form furnished by the bank, brokerage firm or other nominee. If you hold your shares in your own name, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet prior to the Special Meeting to ensure that your shares of Common Stock will be represented at the Special Meeting if you are unable to attend.
RECOMMENDATION:		Silicon Labs’ board of directors (the “*Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Silicon Labs and its stockholders, (ii) approved and declared advisable the entry into the Merger Agreement and the consummation of the transactions contemplated thereby, (iii) recommended that Silicon Labs’ stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, and (iv) directed that the Merger Agreement be submitted to Silicon Labs’ stockholders for their adoption. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon. The Board recommends that you vote:* “FOR” approval of the Merger Proposal; “FOR” approval of the Compensation Proposal; and “FOR” approval of the Adjournment Proposal.
APPRAISAL:		If the Merger is consummated, stockholders who do not vote in favor of the Merger Proposal and who follow the procedures described under “Appraisal Rights” will have the right to seek appraisal of the fair value of their shares of Common Stock if they submit a written demand for appraisal before the vote is taken on the Merger Agreement and do not withdraw a demand for (or lose their right to) appraisal and comply with all the requirements of Delaware law, which are summarized in the accompanying proxy statement.

Whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you vote at the Special Meeting, your vote by ballot will revoke any proxy previously submitted.

By Order of the Board of Directors,

Néstor Ho Gutiérrez

Chief Legal Officer and Corporate Secretary

[●], 2026

Austin, Texas

TABLE OF CONTENTS


		Page
SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			20
PARTIES TO THE MERGER			22
Silicon Labs			22
Texas Instruments			22
Merger Sub			22
THE SPECIAL MEETING			23
Time, Place and Purpose of the Special Meeting			23
Record Date and Quorum			23
Attendance			23
Vote Required			23
Shares Held by Silicon Labs’ Directors and Executive Officers			25
Proxies and Revocation			25
Adjournments			25
Anticipated Date of Completion of the Merger			26
Rights of Stockholders Who Seek Appraisal			26
Solicitation of Proxies; Payment of Solicitation Expenses			26
Questions and Additional Information			27
THE MERGER			28
Background of the Merger			28
Recommendation of the Board and Reasons for the Merger			40
Opinion of Qatalyst Partners LP			45
Company Projections			52
Financing of the Merger			54
Closing and the Effective Time			54
Payment of Merger Consideration and Surrender of Stock Certificates			54
Interests of Directors and Executive Officers in the Merger			56
Material U.S. Federal Income Tax Consequences of the Merger			61
Regulatory Approvals			64
THE MERGER AGREEMENT			65
PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT			88
PROPOSAL 2: THE COMPENSATION PROPOSAL			89
PROPOSAL 3: THE ADJOURNMENT PROPOSAL			90
MARKET PRICE OF COMMON STOCK			92
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			93
APPRAISAL RIGHTS			94
DELISTING AND DEREGISTRATION OF COMMON STOCK			100
STOCKHOLDER PROPOSALS			101
WHERE YOU CAN FIND MORE INFORMATION			102
Annex A	Agreement and Plan of Merger, dated as of February 4, 2026, by and among Silicon Laboratories Inc., Texas Instruments Incorporated and Caldwell Merger Corp.		A-1
Annex B	Opinion of Qatalyst Partners LP		B-1

SUMMARY

The following summary highlights selected information in this proxy statement and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information.”

Parties to the Merger (see page 22)

Silicon Laboratories Inc., a Delaware corporation (“Silicon Labs,” the “Company” or “we”), is headquartered in Austin, Texas. Silicon Labs provides integrated hardware and software platforms, intuitive development tools, industry-leading ecosystem, and robust support to help customers build advanced devices for industrial, commercial, home, and life applications. Additional information regarding Silicon Labs is contained in Silicon Labs’ filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information.” Silicon Labs’ common stock, par value $0.0001 per share (“Common Stock”) is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “SLAB.” The principal executive offices of Silicon Labs are located at 400 West Cesar Chavez, Austin, Texas 78701, and its telephone number is +1 (512) 416-8500.

Texas Instruments Incorporated, a Delaware corporation (“Texas Instruments” or “Parent”), designs and manufactures semiconductors that are sold to electronics designers and manufacturers all over the world. Additional information regarding Texas Instruments is contained in Texas Instruments’ filings with the SEC, copies of which may be obtained without charge by visiting the SEC website at www.sec.gov. Texas Instruments’ common stock, par value $1.00 per share, is listed on Nasdaq under the symbol “TXN.” Texas Instruments’ principal executive offices are located at 12500 TI Boulevard, Dallas, Texas 75243 and its telephone number is +1 (214) 479-3773.

Caldwell Merger Corp., a Delaware corporation and wholly owned direct subsidiary of Texas Instruments (“Merger Sub”), was formed by Texas Instruments solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not carried on any business activity other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger (the “Closing”), Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at c/o Texas Instruments Incorporated, 12500 TI Boulevard, Dallas, Texas 75243 and its telephone number is +1 (214) 479-3773.

The Special Meeting (see page 23)

Time, Place and Purpose of the Special Meeting

The special meeting (the “Special Meeting”) will be held on [●], 2026, at [●] Central Time, via the Internet at www.proxydocs.com/SLAB.

At the Special Meeting, holders of our Common Stock as of the record date, which was the close of business on [●], 2026 (the “Record Date”), will be asked to consider and vote upon the following matters:

the proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of February 4, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Silicon Labs, Texas Instruments and Merger Sub and approve the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into Silicon Labs (the “Merger”), with Silicon Labs surviving as a wholly owned

direct subsidiary of Texas Instruments, as more fully described in this proxy statement and under the section captioned “Proposal 1: Adoption of the Merger Agreement”;

the proposal (the “Compensation Proposal”) to approve, by a non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger, as more fully described in this proxy statement and under the section captioned “Proposal 2: The Compensation Proposal”; and

the proposal (the “Adjournment Proposal”) to adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to this proxy statement is provided to Silicon Labs’ stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal, as more fully described in this proxy statement and under the section captioned “Proposal 3: The Adjournment Proposal.”

Record Date and Quorum

You are entitled to receive notice of, and to vote at, the Special Meeting, and any adjournment or postponement of the Special Meeting unless a new record date is fixed in connection with any adjournment or postponement of the Special Meeting, if you owned shares of Common Stock as of the Record Date, which was the close of business on [●], 2026. You will have one vote for each share of Common Stock that you owned on the Record Date. As of the Record Date, there were [●] shares of Common Stock outstanding and entitled to vote at the Special Meeting. The presence at the Special Meeting, in person or represented by proxy, of the holders of a majority of the Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum, permitting the conduct of business at the Special Meeting. Abstentions are counted as present for the purpose of determining whether a quorum is present. Shares of Common Stock held in “street name” for which a bank, brokerage firm or other nominee receives no instructions regarding how to vote on any of the proposals at the Special Meeting will be treated as absent for purposes of determining whether a quorum is present. Shares of Common Stock held in “street name” for which a bank, brokerage firm or other nominee receives instructions regarding how to vote on some but not all of the proposals at the Special Meeting will be treated as present for whether a quorum is present.

Vote Required

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Accordingly, a stockholder’s abstention from voting or the failure to vote (including the failure of a stockholder who holds shares in “street name” through a bank, brokerage firm or other nominee to give any voting instructions to that bank, brokerage firm or other nominee) will have the same effect as a vote “AGAINST” the Merger Proposal.

Provided that a quorum is present, approval of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter. Accordingly, with respect to a stockholder who is present in person or represented by proxy at the Special Meeting and who abstains from voting on either the Compensation Proposal or the Adjournment Proposal, such stockholder’s abstention will be counted in connection with the determination of whether a quorum is present with respect to such proposal and will have the same effect as a vote “AGAINST” such proposal. The failure of a stockholder of record who is not present in person or represented by proxy at the Special Meeting to vote on either proposal, as well as the failure of a stockholder who holds shares in “street name” through a bank, brokerage firm or other nominee to give any voting instructions to the bank, brokerage firm or other nominee, will have no effect on the outcome of either the Compensation Proposal or the Adjournment Proposal.

Proxies and Revocation

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the Special Meeting. If your shares of Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Common Stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the Special Meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Proposal, which will have the same effect as a vote against approval of the Merger Proposal, and your shares of Common Stock will not have an effect on the Compensation Proposal or on the Adjournment Proposal.

Stockholders of record may revoke their proxy at any time prior to its exercise by delivery of a properly executed, later-dated proxy card, by submitting a new proxy by telephone or over the Internet after the date of the earlier submitted proxy, by submitting a written revocation of the proxy to our Corporate Secretary, or by attending and voting at the Special Meeting. For stockholders that hold their shares in “street name,” any proxy may be revoked through such stockholder’s broker, bank or other nominee and in accordance with its procedures or by voting at the Special Meeting. Attendance at the Special Meeting alone will not be sufficient to revoke a previously authorized proxy.

The Merger (see page 28)

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Silicon Labs. Silicon Labs will be the surviving corporation in the Merger (the “Surviving Corporation”), will become a wholly owned direct subsidiary of Texas Instruments and will continue to exist following the Merger. As a result of the Merger, our Common Stock will be delisted from Nasdaq, will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we will cease to be publicly traded and will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of Texas Instruments or the Surviving Corporation.

At the effective time of the Merger (the “Effective Time”), the certificate of incorporation and bylaws of the Surviving Corporation will be amended and restated as provided in the Merger Agreement. The directors of the Surviving Corporation will, from and after the Effective Time, be the individuals who are the directors of the Merger Sub immediately prior to the Effective Time. The officers of the Surviving Corporation will, from and after the Effective Time, be the individuals who are the officers of Silicon Labs immediately prior to the Effective Time.

Merger Consideration (see page 54)

Treatment of Common Stock

In the Merger, each outstanding share of Common Stock outstanding immediately prior to the Effective Time (other than shares held by Silicon Labs as treasury stock and shares of Common Stock owned by Silicon Labs, Texas Instruments, Merger Sub or any of their respective subsidiaries and shares of Common Stock owned by stockholders who have perfected and not withdrawn a demand for, or lost their right to, appraisal with respect to such shares of Common Stock) will be converted into the right to receive an amount in cash equal to $231.00, without interest thereon (the “Merger Consideration”), less any applicable withholding taxes.

Treatment of Silicon Labs Equity Awards

At the Effective Time:

•

each outstanding restricted stock unit (each, a “Company RSU”) granted under the Silicon Laboratories Inc. 2009 Stock Incentive Plan, as amended (the “Equity Plan”) that is (i) vested but not yet settled as of immediately prior to the Effective Time, (ii) by its terms becomes vested in all respects as a result of the Closing, or (iii) is held by a non-employee member of the Board or a member of the Technical Advisory Board as of immediately prior to the Effective Time (each, a “Company Accelerated RSU”), will be canceled at the Effective Time, with the former holder of such canceled Company Accelerated RSU becoming entitled to receive, for each share of Common Stock subject to such Company Accelerated RSU, an amount in cash equal to the Merger Consideration (the “Company Accelerated RSU Merger Consideration”). The Surviving Corporation will pay the Company Accelerated RSU Merger Consideration to the former holder of Company Accelerated RSU promptly following the closing date, but in no event later than five business days after the closing date.

•

Each remaining outstanding Company RSU granted under the Equity Plan that is not a Company Accelerated RSU (each, a “Converted RSU”) will be assumed by Texas Instruments and converted at the Effective Time into a restricted stock unit award denominated in shares of common stock of Texas Instruments (“Parent Common Stock”), and the substituted Texas Instruments award will remain subject to the same terms and conditions as applied to the Converted RSU immediately prior to the Effective Time, except that the number of shares of Parent Common Stock underlying the Texas Instruments award will be equal to the product of (i) the number of shares of Common Stock underlying the Converted RSU immediately prior to the Effective Time and (ii) (a) the number of shares of Common Stock underlying the Company RSU and (b) the quotient obtained by dividing (x) the Merger Consideration by (y) an amount equal to the volume-weighted average price for a share of common stock of Texas Instruments as reported on Nasdaq for the 10 consecutive trading days ending on the trading day immediately preceding the closing date of the Merger (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events) (the “Conversion Ratio”), rounded down to the nearest whole number.

•

Each outstanding performance stock unit (each, a “Company PSU”) will be canceled at the Effective Time, with the former holder of such canceled Company PSU, with each Company PSU vesting at (i) not less than the target performance level, or (ii) if the applicable achieved performance level is greater than the target performance level, at Silicon Labs’ discretion, the Company PSU will instead vest at such applicable greater level of performance determined to have been achieved as of a date selected by Silicon Labs that is within the 30-day period immediately prior to the Effective Time (the “Earned Units”), followed by the conversion of each Earned Unit into the right to receive an amount in cash equal to the product of (a) the Merger Consideration multiplied by (b) the applicable number of Earned Units subject to such Company PSU as of immediately prior to the Effective Time (“Company PSU Merger Consideration”) and payable promptly after the closing date, but in no event later than five business days after the closing date.

Employee Stock Purchase Plan

Following February 4, 2026 (the “Agreement Date”), (i) with respect to the outstanding Main Offering Period (as defined in the Silicon Laboratories Inc. 2009 Employee Stock Purchase Plan, as amended (the “Company ESPP”)) under the Company ESPP as of the Agreement Date, no participant may increase the percentage amount of his or her payroll deduction election in effect on the Agreement Date for that Main Offering Period and no new participants can participate in that Main Offering Period or at all in the Company ESPP; (ii) no new Main Offering Period will commence under the Company ESPP on or after the Agreement Date; (iii) any Main Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and a

Purchase Date (as such term is defined in the Company ESPP) will occur on the applicable date determined by Silicon Labs’ board of directors (the “Board”) (or, if applicable, any committee thereof administering the Company ESPP or its designee) that occurs prior to the Effective Time, in which case any shares of Common Stock purchased pursuant to the Main Offering Period will be treated the same as all other shares of Common Stock of Silicon Labs in the Merger; and (iv) immediately prior to, and subject to the occurrence of, the Effective Time, the Company ESPP will terminate.

Recommendation of the Board and Reasons for the Merger (see page 40)

The Board has (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Silicon Labs and its stockholders, (ii) approved and declared advisable the entry into the Merger Agreement and the consummation of the transactions contemplated thereby, (iii) recommended that Silicon Labs’ stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, and (iv) directed that the Merger Agreement be submitted to Silicon Labs’ stockholders for their adoption. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. For some of the factors considered, see “The Merger—Reasons for the Merger.”

In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers have interests in the Merger that may be different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Silicon Labs. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Directors and Executive Officers in the Merger.”

The Board recommends that you vote:

•

“FOR” approval of the Merger Proposal;

•

“FOR” approval of the Compensation Proposal; and

•

“FOR” approval of the Adjournment Proposal.

Opinion of Qatalyst Partners LP (see page 45)

Silicon Labs retained Qatalyst Partners LP (“Qatalyst Partners”) to act as its financial advisor in connection with a potential transaction such as the Merger and to evaluate whether the Merger Consideration to be received by the holders of shares of Common Stock (other than Texas Instruments, Merger Sub and their affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement, was fair, from a financial point of view, to such holders. Silicon Labs selected Qatalyst Partners to act as financial advisor to Silicon Labs based on Qatalyst Partners’ long-standing relationship with Silicon Labs as well as Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Silicon Labs and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board on February 3, 2026, Qatalyst Partners rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, as of the date thereof, the Merger Consideration to be received by the holders of shares of Common Stock (other than Texas Instruments, Merger Sub and their affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement, was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated February 3, 2026, to the Board following this meeting of the Board.

The full text of Qatalyst Partners’ written opinion, dated February 3, 2026, is attached to this proxy statement as Annex B and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Holders of shares of Common Stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Board and addresses only, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in the opinion, as of the date of the opinion, the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of shares of Common Stock (other than Texas Instruments, Merger Sub and their affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement, to such holders, and it does not address any other aspect of the Merger. Qatalyst Partners’ opinion does not constitute a recommendation as to how stockholders of Silicon Labs should vote with respect to the Merger or any other matter and does not in any manner address the price at which shares of Common Stock will trade or otherwise be transferable at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

Financing of the Merger (see page 54)

Texas Instruments expects to fund the transactions contemplated by the Merger Agreement with a combination of cash on hand and debt financing to be arranged prior to closing. Closing of the transaction is not subject to any financing condition.

Interests of Directors and Executive Officers in the Merger (see page 56)

In considering the recommendation of the Board with respect to the proposed Merger, you should be aware that executive officers and directors of Silicon Labs may have certain interests in the Merger that may be different from, or in addition to, the interests of Silicon Labs’ stockholders generally. The Board was aware of and considered these interests, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Silicon Labs. These interests include (but are not limited to) the following:

•

the treatment of outstanding Silicon Labs equity awards;

•

for our executive officers, certain severance and other separation benefits that may be payable under the applicable severance agreements;

•

certain actions that may be taken for the benefit of executives to mitigate the impact of Section 280G of the Code; and

•

the entitlement to continued indemnification and insurance coverage under the Merger Agreement.

For further information with respect to the arrangements between Silicon Labs and our directors and executive officers, see the sections of this proxy statement captioned “The Merger—Interests of Directors and Executive Officers in the Merger” and “Proposal 2: The Compensation Proposal.”

Material U.S. Federal Income Tax Consequences of the Merger (see page 61)

The exchange of shares of Common Stock for cash pursuant to the Merger generally will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. Stockholders that are U.S. holders and that exchange their shares of Common Stock in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the cash received pursuant to the Merger, including any applicable withholding taxes, and their adjusted tax basis in their shares of Common Stock. Backup withholding (currently at a rate of 24%) may also

apply to the cash received pursuant to the Merger unless the applicable U.S. holder provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. You should read “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” and a more detailed discussion of the U.S. federal income tax consequences of the Merger. You should also consult your tax advisor for a complete analysis of the effect of the Merger on your federal, state and local and/or foreign taxes.

Regulatory Approvals (see page 64)

HSR Act and U.S. Antitrust Matters.

The transactions are subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder (the “HSR Act”), which prevents Silicon Labs and Texas Instruments from completing the transactions until required information and materials are furnished to the Antitrust Division of the Department of Justice (referred to as the DOJ) and the Federal Trade Commission (referred to as the FTC) and the HSR Act waiting period is terminated or expires. Silicon Labs and Texas Instruments intend to make the required filings under the HSR Act by March 20, 2026. The initial waiting period will expire at 11:59 p.m., Eastern Time, 30 days after the date of filing, unless such date falls on a weekend or legal public holiday, in which case the period will be extended to 11:59 p.m. Eastern time on the next day that is not a weekend or legal public holiday, or unless otherwise terminated or extended.

Foreign Antitrust Approvals

The completion of the transactions is also subject to clearance under the antitrust laws of The People’s Republic of China and certain other jurisdictions, and the parties will file or have filed merger notifications pursuant to antitrust and competition laws with the appropriate regulators in such jurisdictions. The parties must observe mandatory waiting periods and/or obtain the necessary approvals, clearances or consents pursuant to certain of these foreign laws before completing the transactions.

Other state or foreign antitrust, competition and foreign investment authorities may take action under the laws of their jurisdictions, which could include seeking to enjoin the completion of the transactions. For more information about regulatory approvals relating to the transactions, see the sections of this proxy statement captioned “The Merger—Regulatory Approvals” and “The Merger Agreement—Conditions to Completion of the Merger.”

Foreign Investment Clearances

In addition to clearance under the HSR Act and the filing or receipt of the necessary notices, clearances, approvals, waivers or consents under the antitrust and competition laws in certain specified non-U.S. jurisdictions, the transactions are also subject to compliance with applicable foreign direct investment laws (“FDI Laws”). FDI Laws include any foreign direct investment or national security law, rule, statute, regulation, or other legally binding measure in any jurisdiction that relates to foreign direct investment or national security.

Although the parties expect that all required regulatory clearances and approvals will be obtained in a timely manner, the parties cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the transactions, which could include a requirement to divest certain assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the transactions not being satisfied.

No Solicitation or Negotiation of Acquisition Proposals (see page 74)

As more fully described in this proxy statement and in the Merger Agreement (and subject to certain exceptions contained therein), from the Agreement Date until the earlier of the termination of the Merger Agreement and the Effective Time, Silicon Labs has agreed not to, and to cause its representatives and the other representatives of its subsidiaries not to:

•

initiate, solicit, propose, or knowingly assist, or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal, announcement or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (as defined below in the section of this proxy statement captioned “The Merger Agreement—No Solicitation or Negotiation of Acquisition Proposals”) (other than discussions solely to clarify whether such proposal or offer constitutes an Acquisition Proposal or informing such person of the provisions contained in the Merger Agreement relating to Acquisition Proposals);

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engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than discussions solely to clarify whether such proposal or offer constitutes an Acquisition Proposal or informing such person of the provisions contained in the Merger Agreement relating to Acquisition Proposals);

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provide any person (in each case, other than Texas Instruments and its representatives) with access to the business, properties, personnel, books or records of Silicon Labs or any of its subsidiaries, in each case, in connection with, or with the intent to encourage or facilitate the making, submission or announcement of, any Acquisition Proposal or any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal;

•

approve, endorse, recommend or execute, or enter into, any contract providing for an Acquisition Proposal; or

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authorize or commit to do any of the foregoing.

Conditions to Completion of the Merger (see page 83)

The respective obligations of Silicon Labs, Texas Instruments and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the adoption of the Merger Agreement by our stockholders, receipt of certain regulatory approvals, the absence of any legal prohibitions, the accuracy of the representations and warranties of the parties, compliance by the parties with their respective obligations under the Merger Agreement and the absence of a Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”). See “The Merger Agreement—Conditions to the Completion of the Merger.”

Termination of the Merger Agreement (see page 84)

Silicon Labs and Texas Instruments have customary termination rights, including (i) by either Silicon Labs or Texas Instruments if the Merger is not consummated by February 4, 2027, which date may be extended to August 4, 2027 and to February 4, 2028, in each case, under certain circumstances relating to regulatory approvals (the “Termination Date”), as further described in the section of this proxy statement captioned “The Merger Agreement—Termination of the Merger Agreement,” (ii) by either Silicon Labs or Texas Instruments if Silicon Labs fails to obtain the requisite approval of its stockholders, (iii) by either Silicon Labs or Texas Instruments if any final, non-appealable law, regulation, or order prohibits the Merger, (iv) by either Silicon Labs or Texas Instruments if the other party materially breaches or fails to perform any of its representations,

warranties or covenants contained in the Merger Agreement such that the applicable conditions to closing would not be satisfied, subject in certain cases to the right of the breaching party to cure the breach, (v) by Silicon Labs to accept a Superior Proposal and (vi) by Texas Instruments if the Board effects a Change of Recommendation (as defined below in the section of this proxy statement captioned “The Merger Agreement—No Change in Recommendation or Alternative Acquisition Agreement”). Texas Instruments and Silicon Labs may also terminate the Merger Agreement by mutual written consent. The termination rights are also subject to certain customary exceptions as specified in the Merger Agreement.

Additionally, under certain circumstances as further described under the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Expenses,” (i) Silicon Labs is required to pay Texas Instruments a termination fee equal to $259 million; and (ii) Texas Instruments is required to pay Silicon Labs a termination fee equal to $499 million.

Market Price of Common Stock (see page 92)

The closing price of our Common Stock on Nasdaq on February 3, 2026 was $136.62 per share of Common Stock. On [●], 2026, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our Common Stock on Nasdaq was $[●] per share of Common Stock, each share of which is entitled to one vote. You are encouraged to obtain current market quotations for our Common Stock in connection with voting your shares of Common Stock.

Appraisal Rights (see page 94)

Stockholders are entitled to appraisal rights under Section 262 of the General Corporation Law of the state of Delaware (the “DGCL”) in connection with the Merger. This means that you are entitled to have the fair value of your shares of Common Stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the Merger Consideration if you follow exactly the procedures specified under the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to Silicon Labs before the vote is taken on the Merger Agreement and you must not vote, either in person or by proxy, in favor of the Merger Proposal. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. These procedures are described in the section of this proxy statement captioned “—Appraisal Rights” and Section 262 of the DGCL, which governs such rights and procedures and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In view of the complexity of the DGCL, stockholders who wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Delisting and Deregistration of Common Stock (see page 100)

If the Merger is completed, our Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and will cease to be publicly traded, and we will no longer file periodic reports with the SEC.

Effect on Silicon Labs if the Merger Is Not Completed (see page 55)

If the Merger Proposal is not approved by Silicon Labs’ stockholders, or if the Merger is not completed for any other reason:

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Silicon Labs’ stockholders will not be entitled to, and will not receive, any payment for their shares of Common Stock pursuant to the Merger Agreement;

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(i) Silicon Labs will remain an independent public company, (ii) our Common Stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act and (iii) Silicon Labs will continue to file periodic and other reports with the SEC; and

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under specified circumstances, (i) Silicon Labs will be required to pay Texas Instruments a termination fee of $259 million upon the termination of the Merger Agreement, or (ii) Texas Instruments will be required to pay Silicon Labs a termination fee equal to $499 million pursuant to the provisions of the Merger Agreement described in the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Expenses.”

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Silicon Labs stockholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information.”

Q.	Why am I receiving this proxy statement and proxy card or voting instruction form?

You are receiving this proxy statement because Silicon Labs has agreed to be acquired pursuant to an all-cash merger transaction. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Silicon Labs, the separate corporate existence of Merger Sub will cease and Silicon Labs will continue as the Surviving Corporation and as a wholly owned direct subsidiary of Texas Instruments. The Merger Agreement governs the terms of the Merger of Merger Sub and Silicon Labs and is attached to this proxy statement as Annex A. You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the Merger Proposal and the other matters to be voted on at the Special Meeting.

To complete the Merger, among other things, Silicon Labs’ stockholders must adopt the Merger Agreement in accordance with the DGCL. This proxy statement, which you should carefully read in its entirety, together with any documents incorporated by reference and the annexes, contains important information about the Special Meeting, the Merger and other matters.

Q.	When and where is the Special Meeting?

A.	The Special Meeting will be held on [●], 2026 at [●] Central Time, via the Internet at www.proxydocs.com/SLAB.

Q.	What am I being asked to vote on at the Special Meeting?

A.	You are being asked to consider and vote on the Merger Proposal, the Compensation Proposal, and the Adjournment Proposal.

Q.	What is the proposed Merger and what effects will it have on Silicon Labs?

The proposed Merger is the acquisition of Silicon Labs by Texas Instruments pursuant to the Merger Agreement. If the Merger Proposal is approved by our stockholders and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Silicon Labs, with Silicon Labs becoming a wholly owned subsidiary of Texas Instruments. As a result of the Merger, Silicon Labs will cease to be a publicly traded company and you will cease to hold Common Stock or have any interest in Silicon Labs’ future earnings or growth. In addition, following the Merger, our Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

Q.	What will I receive if the Merger is completed?

Upon completion of the Merger, you will be entitled to receive the Merger Consideration, without interest thereon, less any applicable withholding taxes, for each share of Common Stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL with respect to such

shares. For example, if you own 100 shares of Common Stock, you will receive $23,100.00 in cash, less any applicable withholding taxes, in exchange for your shares. Following completion of the Merger, you will not own any shares of the capital stock in Texas Instruments or the Surviving Corporation. Please do NOT return your stock certificate(s) with your proxy.

Q.	How does the Merger Consideration compare to the market price of our Common Stock prior to announcement of the Merger?

A.	The Merger Consideration represents (i) a premium of approximately 61% to the volume-weighted average price of our Common Stock for the 30-trading-day period ending February 2, 2026, and (ii) a premium of approximately 61% to the closing per share price of our Common Stock on February 2, 2026.

Q.	How does the Board recommend that I vote?

A.	The Board recommends that our stockholders vote “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

Q.	When do you expect the Merger to be completed?

We are working toward completing the Merger as soon as possible. Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including approval by our stockholders of the Merger Proposal, we expect the Merger to be completed in the first half of 2027. However, we cannot assure completion by any particular date, if at all.

Q.	What happens if the Merger is not completed?

If the Merger Agreement is not adopted by the stockholders of Silicon Labs or if the Merger is not completed for any other reason, you will continue to hold your shares of Common Stock and you will not receive any payment for such shares in connection with the Merger. Instead, Silicon Labs will remain an independent public company, and our Common Stock will continue to be listed and traded on Nasdaq. Under specified circumstances, Silicon Labs may be required to pay to Texas Instruments a fee with respect to the termination of the Merger Agreement as described under “The Merger Agreement—Termination Fees and Expenses.”

Q.	What conditions must be satisfied to complete the Merger?

For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the Merger, see “The Merger Agreement—Conditions to Completion of the Merger” and “The Merger—Regulatory Approvals.”

Q.	Is the Merger expected to be taxable to me?

A.	The exchange of shares of Common Stock for cash pursuant to the Merger generally will be a taxable transaction to U.S. holders (as defined in “The Merger—Material U.S. Federal Income Tax Consequences

of the Merger”) for U.S. federal income tax purposes. If you are a U.S. holder and you exchange your shares of Common Stock in the Merger for cash, you will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares, including any applicable withholding taxes, and your adjusted tax basis in such shares of Common Stock. Backup withholding may also apply to the cash received by a U.S. holder pursuant to the Merger unless such U.S. holder provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. You should read “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the U.S. federal income tax consequences of the Merger. You should also consult your tax advisor for a complete analysis of the effect of the Merger on your federal, state and local and/or foreign taxes.

Q:	What will holders of Silicon Labs equity awards receive in the Merger?

A:	At the Effective Time:

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Each Company Accelerated RSU will be canceled at the Effective Time, with the former holder of the canceled Company Accelerated RSU becoming entitled to receive for each stock unit subject to such Company Accelerated RSU an amount in cash equal to the Merger Consideration. The Surviving Corporation will pay the Merger Consideration to the former holders of Company Accelerated RSUs promptly following the closing date, but in no event later than five business days after the closing date.

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Each Converted RSU will be assumed by Texas Instruments and converted at the Effective Time into a restricted stock unit award denominated in shares of Parent Common Stock, and the substituted Texas Instruments award will remain subject to the same terms and conditions as applied to the Converted RSU immediately prior to the Effective Time, except that the number of shares of Parent Common Stock underlying the Texas Instruments award will be equal to the product of (i) the number of shares of Common Stock underlying the Converted RSU immediately prior to the Effective Time and (ii) the Conversion Ratio, rounded down to the nearest whole number.

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Each Company PSU will be canceled at the Effective Time, with the former holder of such canceled Company PSU becoming entitled to receive for each Earned Unit subject to such Company PSU an amount in cash equal to the Merger Consideration. The Surviving Corporation will pay the Merger Consideration to the former holders of Company PSUs promptly following the closing date, but in no event later than five business days after the closing date.

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Following the Agreement Date, (i) with respect to the outstanding Main Offering Period (as defined in the Company ESPP) under the Company ESPP as of the Agreement Date, no participant may increase the percentage amount of his or her payroll deduction election in effect on the Agreement Date for that Main Offering Period and no new participants can participate in that Main Offering Period or at all in the Company ESPP; (ii) no new Main Offering Period will commence under the Company ESPP on or after the Agreement Date; (iii) any Main Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and a Purchase Date (as defined in the Company ESPP) will occur on the applicable date determined by the Board (or, if applicable, any committee thereof administering the Company ESPP or its designee) that occurs prior to the Effective Time, in which case any shares of Common Stock purchased pursuant to the Main Offering Period will be treated the same as all other shares of Common Stock in the Merger; and (iv) immediately prior to, and subject to the occurrence of, the Effective Time, the Company ESPP will terminate.

Q.	Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger?

A.	SEC rules require us to seek a non-binding, advisory vote with respect to the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger.

Q.	What will happen if Silicon Labs’ stockholders do not approve the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger?

Approval of the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger is not a condition to completion of the Merger. If the Merger Agreement is adopted by Silicon Labs’ stockholders and the Merger is completed, this compensation, which includes amounts that Silicon Labs is contractually obligated to pay, will or may be paid or become payable regardless of the outcome of the advisory vote.

For further information, please see the section of this proxy statement captioned “Proposal 2: The Compensation Proposal.”

Q.	What vote of stockholders is required to approve the Merger Proposal?

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. As a result, if you fail to submit a proxy or vote in person at the Special Meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote against the Merger Proposal.

As of close of business on the Record Date, there were [●] outstanding shares of Common Stock.

Q.	What vote of stockholders is required to approve the Compensation Proposal?

A.	Approval of the Compensation Proposal requires the affirmative vote of holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter, provided that a quorum is present.

Abstaining will have the same effect as a vote against the Compensation Proposal. If you fail to submit a proxy or to vote in person at the Special Meeting or if your shares of Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock, your shares of Common Stock will not be voted, but this will not have an effect on the Compensation Proposal.

Q.	What vote of stockholders is required to approve the Adjournment Proposal?

A.	Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares present or represented by proxy and entitled to vote on the matter, provided that a quorum is present.

Abstaining will have the same effect as a vote against the Adjournment Proposal. If you fail to submit a proxy or to vote in person at the Special Meeting or if your shares of Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock, your shares of Common Stock will not be voted, but this will not have an effect on the Adjournment Proposal.

Q.	Do any of Silicon Labs’ directors or officers have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

Yes. In considering the recommendation of the Board, you should be aware that our directors and executive officers have interests in the Merger that may be different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Silicon Labs. For more information see “The Merger—Interests of Directors and Executive Officers in the Merger” and “Proposal 2: The Compensation Proposal.”

Q.	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, LLC, you are considered the stockholder of record with respect to those shares. In this case, we have sent this proxy statement and your proxy card to you directly. As the stockholder of record, you have the right to grant your voting proxy directly to Silicon Labs or to a third party or to vote in person at the meeting.

If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. In this case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee. You should follow the instructions provided by them to vote your shares. If your shares are held in “street name” and you would like to vote at the Special Meeting, you may visit www.proxydocs.com/SLAB and enter the 12-digit control number included in the voting instruction card provided to you by your bank, brokerage firm or other nominee. If you hold your shares in “street name” and you did not receive a 12-digit control number, please contact your bank, brokerage firm or other nominee prior to the Special Meeting. Instructions should also be provided on the voting instruction card provided by your bank, brokerage firm or other nominee.

Q.	If my shares of Common Stock are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares of Common Stock for me?

Your bank, brokerage firm or other nominee will only be permitted to vote your shares if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares. Banks, brokerage firms or other nominees who hold shares in “street name” for customers only have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. Banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving “non-routine” matters, and, as a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms or other nominees are not empowered to vote those shares on non-routine matters. Each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal is considered a “non-routine” matter. If you do not instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock, your shares will not be voted (“broker non-votes”), and the effect will be the same as a vote against approval of the Merger Proposal, and your shares will not have an effect on the Compensation Proposal or on the Adjournment Proposal.

Q.	Who can vote at the Special Meeting?

A.	All holders of record of Common Stock as of the close of business on [●], 2026, the Record Date, are entitled to vote at the Special Meeting.

Q.	How many votes do I have?

A.	On each matter properly brought before the Special Meeting, you are entitled to one vote for each share of Common Stock held of record as of the Record Date. As of close of business on the Record Date, there were [●] outstanding shares of Common Stock.

Q.	What is a quorum?

A.	The presence at the Special Meeting, in person or represented by proxy, of the holders of a majority of the Common Stock issued and outstanding and entitled to vote at the Special Meeting will constitute a quorum, permitting the conduct of business at the Special Meeting.

Q.	How do I vote?

A.	Stockholder of Record. If you are a stockholder of record, you may have your shares of Common Stock voted on matters presented at the Special Meeting in any of the following ways:

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by proxy:

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by telephone or over the Internet, by accessing the telephone number or website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or by Internet. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

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by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

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at the Special Meeting:

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you will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visiting www.proxydocs.com/SLAB and entering the 12-digit control number included on your proxy card. If you attend the Special Meeting and vote online during the meeting, your vote will revoke any proxy that you have previously submitted.

Beneficial Owner. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. The holder of your shares will provide you with a copy of this proxy statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the internet or by telephone.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of Common Stock by proxy. You may still vote your shares of Common Stock online at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting virtually and vote online during the Special Meeting, your previous vote by proxy will not be counted.

Q.	How can I change or revoke my vote?

If you are a stockholder of record, you have the right to revoke a proxy before it is voted by submitting a new proxy card with a later date, subsequently voting via telephone or the Internet, voting in person at the Special Meeting or by notifying Silicon Labs’ Corporate Secretary in writing at: Silicon Laboratories Inc., 400 West Cesar Chavez, Austin, Texas 78701, Attention: Corporate Secretary.

If you hold your shares in “street name,” in order to change or revoke your vote, you will need to revoke or resubmit your proxy through your broker, bank or other nominee and in accordance with its procedures. If your broker, bank or other nominee allows you to submit a proxy via the Internet or by telephone, you may be able to change your vote by submitting a new proxy via the Internet or by telephone (or by mail). To vote at the Special Meeting, which will have the same effect as revoking any previously submitted voting instructions, you may need to obtain a legal proxy from your bank, broker or other nominee.

Q.	What is a proxy?

A proxy is your legal designation of another person to vote your shares. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares is called a “proxy card.” By giving your proxy to the persons named as proxy holders on the enclosed proxy card, you authorize them to vote your shares of Common Stock at the Special Meeting in the manner you direct.

Q.	If a stockholder gives a proxy, how are the shares of Common Stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

Q.	How are votes counted?

A.	For the Merger Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have the same effect as votes against the Merger Proposal.

For the Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as if you voted against the Compensation Proposal, but broker non-votes will not have an effect on the proposal.

For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as if you voted against the Adjournment Proposal, but broker non-votes will not have an effect on the proposal.

Q.	What do I do if I receive more than one proxy or set of voting instructions?

If you hold shares of Common Stock in “street name” through more than one broker, bank or other nominee and/or also directly as a record holder, you may receive more than one proxy card and/or set of voting instructions relating to the Special Meeting. Please vote each proxy card or voting instruction card in accordance with the instructions provided in this proxy statement in order to ensure that all of your shares are voted.

Q.	What happens if I sell my shares of Common Stock after the Record Date but before the Special Meeting?

The Record Date for stockholders entitled to vote at the Special Meeting ([●], 2026) is earlier than both the date of the Special Meeting and the Closing. If you transfer your shares of Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies Silicon Labs in writing of such special arrangements, you will retain your right to vote such shares at the Special Meeting but will transfer the right to receive the Merger Consideration to the person to whom you transfer your shares.

Q.	What happens if I sell my shares of Common Stock after the Special Meeting but before the Effective Time?

If you transfer your shares of Common Stock after the Special Meeting but before the Effective Time, you will have transferred the right to receive the Merger Consideration to the person to whom you transfer your shares. In order to receive the Merger Consideration, you must hold your shares of Common Stock through completion of the Merger.

Q.	Who will solicit and pay the cost of soliciting proxies?

A.	The Board is soliciting your proxy, and Silicon Labs will bear the cost of soliciting proxies. D.F. King & Co., Inc. (“*D.F. King*”) has been retained to assist with the solicitation of proxies. D.F. King will be paid

approximately $17,500 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Solicitation initially will be made by mail and email. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other similar parties to the beneficial owners of shares of Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by D.F. King or, without additional compensation, by Silicon Labs or Silicon Labs’ directors, officers and employees.

Q.	What do I need to do now?

Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please vote promptly to ensure that your shares are represented at the Special Meeting. If you hold shares of Common Stock in your own name as the stockholder of record, you may submit a proxy to have your shares voted at the Special Meeting in one of three ways: (i) completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; (ii) calling toll-free at the telephone number indicated on the enclosed proxy card; or (iii) using the Internet in accordance with the instructions set forth on the enclosed proxy card. If you decide to attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

Q.	Should I send in my stock certificates now?

No. If the Merger Proposal is approved, you will be sent a letter of transmittal after the completion of the Merger describing how you may exchange your shares of Common Stock for the Merger Consideration. If your shares of Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your “street name” shares of Common Stock in exchange for the Merger Consideration. Please do NOT return your stock certificate(s) with your proxy.

Q.	Am I entitled to exercise appraisal rights under the DGCL instead of receiving the Merger Consideration for my shares of Common Stock?

Yes. As a holder of Common Stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions, including that you do not vote (in person or by proxy) in favor of adoption of the Merger Agreement. For more information, please see the section of this proxy statement captioned “—Appraisal Rights.” The full text of Section 262 of the DGCL is available at the following publicly available website without subscription or cost: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Q.	What is householding and how does it affect me?

We have adopted an SEC-approved procedure called “householding” that permits companies to send a single copy of this proxy statement to multiple stockholders who share the same last name and address and who have consented to householding, unless contrary instructions have been received from one or more of those stockholders. This householding process reduces the volume of duplicate information and reduces printing and mailing expenses. Stockholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, Silicon Labs will deliver promptly a separate copy of this proxy statement to any stockholder at a shared address to which Silicon Labs delivered a single copy of any of these documents. To receive free of charge a separate copy of this proxy statement, or separate copies of similar documents in the future, stockholders may write to our Corporate Secretary at 400 West Cesar Chavez, Austin, Texas 78701 or call (650) 628-1500.

If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact Silicon Labs using the mailing address or phone number above. Silicon Labs’ stockholders who hold shares in “street name” may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

Q.	Who can help answer any other questions I might have?

If you have additional questions about the Merger, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or the enclosed proxy card, please contact D.F. King & Co., Inc., our proxy solicitor, by calling toll-free at (800) 967-0271 or via email at SLAB@dfking.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating directly or indirectly to the timing or likelihood of completing the Merger, and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, Silicon Labs expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made, based on currently available information and using numerous assumptions. These statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond Silicon Labs’ control and therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q, factors and matters contained or incorporated by reference in this proxy statement, and the following factors:

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the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect Silicon Labs’ business and the price of Common Stock;

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the failure to satisfy the conditions to the Closing, including the adoption of the Merger Agreement by the stockholders of Silicon Labs and the receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval;

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the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

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the risk that the Merger Agreement may be terminated in circumstances that require Silicon Labs to pay the $259.0 million termination fee pursuant to the Merger Agreement;

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the effect of the announcement or pendency of the Merger on Silicon Labs’ business relationships, operating results and business generally;

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risks that the proposed Merger disrupts current plans and operations;

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certain limitations on our ability to operate the business imposed by the Merger Agreement;

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risks related to diverting management’s attention from Silicon Labs’ ongoing business operations during the pendency of the Merger;

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the outcome of any legal proceedings that may be instituted against Silicon Labs related to the Merger Agreement or the Merger;

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Silicon Labs’ ability to retain, hire and integrate skilled personnel, including Silicon Labs’ senior management team, and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed Merger;

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unexpected costs, charges or expenses resulting from the proposed Merger;

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the impact of adverse general and industry-specific economic and market conditions;

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risks caused by delays in upturns or downturns being reflected in Silicon Labs’ financial position and results of operations; and

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risks that the benefits of the Merger are not realized when and as expected.

There may be additional risks that Silicon Labs presently does not know of or that Silicon Labs currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The forward-looking statements included in this proxy statement are made only as of the date hereof. Silicon Labs assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

PARTIES TO THE MERGER

Silicon Laboratories Inc.

Silicon Laboratories Inc. is a Delaware corporation headquartered in Austin, Texas. Silicon Labs provides integrated hardware and software platforms, intuitive development tools, industry-leading ecosystem, and robust support to help customers build advanced devices for industrial, commercial, home, and life applications. Our principal executive offices are located at 400 West Cesar Chavez, Austin, Texas 78701, and our telephone number is (512) 416-8500. Our Common Stock is listed on Nasdaq under the symbol “SLAB.”

Additional information regarding Silicon Labs is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information.”

Texas Instruments Incorporated

Texas Instruments Incorporated is a Delaware corporation that designs and manufactures semiconductors that are sold to electronics designers and manufacturers all over the world. Additional information regarding Texas Instruments is contained in Texas Instruments’ filings with the SEC, copies of which may be obtained without charge by visiting the SEC website at www.sec.gov. Texas Instruments’ common stock, par value $1.00 per share, is listed on Nasdaq under the symbol “TXN.” Texas Instruments’ principal executive offices are located at 12500 TI Boulevard, Dallas, Texas 75243, and its telephone number is +1 (214) 479-3773.

Caldwell Merger Corp.

Caldwell Merger Corp. is a Delaware corporation and wholly owned direct subsidiary of Texas Instruments that was formed by Texas Instruments solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a wholly owned direct subsidiary of Texas Instruments and has not carried on any business activity other than in connection with the transactions contemplated by the Merger Agreement. Upon the Closing, Merger Sub will be merged with and into Silicon Labs, with Silicon Labs surviving the Merger as a wholly owned subsidiary of Texas Instruments. Merger Sub’s principal executive offices are located at c/o Texas Instruments Incorporated, 12500 TI Boulevard, Dallas, Texas 75243, and its telephone number is +1 (214) 479-3773.

THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies for use at the Special Meeting to be held on [●] at [●] Central Time, via the Internet at www.proxydocs.com/SLAB, or at any postponement or adjournment thereof. At the Special Meeting, holders of Common Stock will be asked to approve the Merger Proposal, to approve the Compensation Proposal and to approve the Adjournment Proposal.

Our stockholders must approve the Merger Proposal in order for the Merger to occur. If our stockholders fail to approve the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

Record Date and Quorum

We have fixed the close of business on [●], 2026 as the Record Date for the Special Meeting, and only holders of record of Common Stock on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. On the Record Date, there were [●] shares of Common Stock outstanding and entitled to vote. On all matters properly coming before the Special Meeting, you will have one vote for each share of Common Stock that you owned on the Record Date. A list of the names of stockholders entitled to vote at the Special Meeting will be available for a period of 10 days ending on the day prior to the Special Meeting. To arrange review of the list of stockholders for any purpose relevant to the Special Meeting, please contact Investor Relations, Silicon Laboratories Inc., 400 West Cesar Chavez, Austin, Texas 78701, by telephone at +1 (512) 416-8500 or by email at investor.relations@silabs.com.

The presence at the Special Meeting, in person or represented by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum, permitting the conduct of business at the Special Meeting.

Attendance

You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visiting www.proxydocs.com/SLAB and entering the 12-digit control number included on your proxy card or voting instruction form. If your voting instruction form did not include a control number, you should contact your bank, broker or other nominee for instructions on how to attend the Special Meeting. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting.

Vote Required; Abstentions and Broker Non-Votes

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. For the Merger Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions, if any, will be included in the calculation of the number of shares of Common Stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved, but will be counted as a vote against the Merger Proposal. If you fail to submit a proxy or to vote in person at the Special Meeting, or abstain, it will have the same effect as a vote against the Merger Proposal.

If your shares of Common Stock are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, LLC, you are considered, with respect to those shares, the “stockholder of record.” This proxy statement and proxy card have been sent directly to you by Silicon Labs.

If your shares of Common Stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of those shares held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Common Stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving “non-routine” matters such as the Merger Proposal and, as a result, absent specific instructions from the beneficial owner of such shares of Common Stock, banks, brokerage firms or other nominees are not empowered to vote those shares on “non-routine” matters. These broker non-votes will have the same effect as a vote against the Merger Proposal.

The Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter, provided that a quorum is present. For the Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of this proposal, if your shares of Common Stock are present at the Special Meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted against approval of the proposal. If you fail to submit a proxy or to attend in person the Special Meeting, or there are broker non-votes on the issue, as applicable, the shares of Common Stock held by you or your broker will not be counted in respect of, and will not have an effect on, the Compensation Proposal.

The Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter, provided that a quorum is present. For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of this proposal, if your shares of Common Stock are present at the Special Meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted against approval of the proposal. If you fail to submit a proxy or to attend in person the Special Meeting, or there are broker non-votes on the issue, as applicable, the shares of Common Stock held by you or your broker will not be counted in respect of, and will not have an effect on, the Adjournment Proposal.

If you are a stockholder of record, you may have your shares of Common Stock voted on matters presented at the Special Meeting in any of the following ways:

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by proxy:

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by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

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at the Special Meeting:

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If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Common Stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. If your voting instruction form does not

indicate that you may attend and vote those shares through the www.proxydocs.com website, and provide you with a control number, you should contact your bank, broker or other nominee to obtain a legal proxy in order to attend and vote at the Special Meeting.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Common Stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Common Stock should be voted on a matter, the shares of Common Stock represented by your properly signed proxy will be voted “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

If you have any questions or need assistance voting your shares, please contact D.F. King, our proxy solicitor, by calling toll-free at (800) 967-0271 or via email at SLAB@dfking.com.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF COMMON STOCK AT THE MEETING PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET.

Shares Held by Silicon Labs’ Directors and Executive Officers

As of [●], 2026, the Record Date, the directors and executive officers of Silicon Labs beneficially owned and were entitled to vote, in the aggregate, [●] shares of Common Stock, representing [●] percent of the outstanding shares of Common Stock.

Proxies and Revocation

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the Special Meeting. If your shares of Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the Special Meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Proposal, which will have the same effect as a vote against the proposal, and your shares will not have an effect on the Compensation Proposal or the Adjournment Proposal.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary or by attending the Special Meeting and voting in person. Written notice of revocation should be mailed to: Silicon Laboratories Inc., 400 West Cesar Chavez, Austin, Texas 78701, Attention: Corporate Secretary.

Adjournments

Although it is not currently expected, if the Adjournment Proposal is approved, the Special Meeting may be adjourned for the purpose of, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to this proxy statement is provided to Silicon Labs’

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SEC Form PREM14A filed by Silicon Laboratories Inc.