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Form 8-K · Current Report · Filed 2025-10-10

Semtech Announces $350M Convertible Notes Offering and Exchange of Existing Notes

On October 7, 2025, Semtech Corporation announced the pricing of $350 million aggregate principal amount of 0% Convertible Senior Notes due 2030, issued under an Indenture dated October 10, 2025.

Filer
Semtech Corporation SMTC · NASDAQ
Filed
Accession
0001193125-25-237190
CIK
0000088941
Signal
Medium impactTechnology

Details

The offering included an option for Initial Purchasers to acquire an additional $52.5 million aggregate principal amount of Notes, bringing the total to $402.5 million. The Notes will mature on October 15, 2030, are convertible under certain conditions, and are senior unsecured obligations of the Company. Semtech also conducted capped call transactions with financial institutions to mitigate dilution from potential conversions. Additionally, Semtech announced the exchange of its existing 2027 and 2028 Notes for cash and shares of common stock, with closings expected on or about October 14, 2025.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

New Major Contract Financial Instrument Agreement
Item 2.03

Creation of a Direct Financial Obligation

New Debt Issued
Item 3.02

Unregistered Sales of Equity Securities

Unregistered Stock Issuance

Market reaction

Close before filing

$70.04

Next session

-2.5%

Since filing

+68.2%

Latest close

$117.82

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from SMTC reporting the same item, with the next session's move:

About Semtech Corporation

Semtech Corporation is a leading supplier of high-performance analog and mixed-signal semiconductors dedicated to providing Internet of Things (IoT) solutions. The company's products are essential components in various sectors, including telecommunications, industrial control, automotive, and consumer electronics. Semtech specializes in a diverse product portfolio that includes signal integrity solutions, power management products, and circuit protection components. Moreover, they are renowned for their leadership in advanced IoT connectivity frameworks, particularly through their LoRa technology, which supports low-power, wide-area networks (LPWANs) for IoT applications. This innovation allows for efficient, long-range communication capabilities in smart city infrastructure, agricultural monitoring, and asset management. Headquartered in Camarillo, California, Semtech Corporation plays a pivotal role in the semiconductor industry by enabling smarter, more connected electronic systems. Its global operations contribute significantly to advancements in efficient energy solutions and communication technologies, driving the pace of modernization across numerous industries.

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