Pixelworks (PXLW) Proxy Filing summary

Executive summary

• Board approved the sale of all shares of Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. to Tiansui Xinyuan Technology (Shanghai) Co., Ltd., expected to close in early January 2026.

• Sale enables focus on high-margin TrueCut technology licensing and core visual processing technology.

• Sale resolves significant financial obligations related to repurchase rights held by other PWSH shareholders.

• Board determined the sale does not constitute substantially all assets, so shareholder approval is not required.

• Forward-looking statements caution that actual results may differ due to market and other conditions.

Voting matters and shareholder proposals

• Shareholder approval was initially sought for the sale, with proxies representing 61% of outstanding shares received, and 98% of those in favor.

• Board decided not to seek further proxies, as approval is not legally required.

• Remaining proposals will be voted on at the reconvened special meeting on December 31, 2025.

Board of directors and corporate governance

• Board adopted resolutions by unanimous written consent after a special meeting on December 19, 2025.

• Board continues to believe the sale is in the best interests of the company and shareholders.