Silicon Motion (SIMO) prices $1.0B 0% convertible notes due 2031 at 65% premium
Rhea-AI Filing Summary
Silicon Motion Technology Corporation reported that it has priced an upsized private offering of $1.0 billion aggregate principal amount of 0.00% convertible senior notes due 2031 to qualified institutional buyers, increased from a previously announced $800 million. Initial purchasers have a 13-day option to buy up to an additional $150 million of notes. The notes are senior unsecured, bear no regular interest, and mature on August 15, 2031, with conversion rights beginning upon specified conditions and becoming freely exercisable after May 15, 2031.
The initial conversion rate is 2.6281 ADSs per $1,000 principal amount, implying a conversion price of $380.50 per ADS, a 65.0% premium to the $230.61 last reported ADS price on August 10, 2026. Silicon Motion expects net proceeds of $980 million (or $1,127 million if the option is fully exercised) and intends to use them for general corporate purposes and to repay amounts outstanding under its credit agreement.
Positive
- None.
Negative
- None.
Filing Explained
Conversion would not automatically issue ADSs: Silicon Motion can settle value above principal in cash, ADSs, or both.
The notes were priced, but their issuance and sale were scheduled to settle on
The notes and any ADSs or underlying ordinary shares issuable on conversion are not registered under applicable securities laws and may be offered or sold only under an exemption or in a transaction outside registration requirements.
Key Figures
Key Terms
convertible senior notes financial
qualified institutional buyers financial
conversion price financial
fundamental change financial
FAQ
What type and size of notes is Silicon Motion (SIMO) issuing?
What are the key conversion terms of Silicon Motion (SIMO)'s 2031 notes?
When do Silicon Motion (SIMO)'s new convertible notes mature and become freely convertible?
How much in net proceeds will Silicon Motion (SIMO) receive from the notes offering?
How does Silicon Motion (SIMO) plan to use the net proceeds from the notes?
Are Silicon Motion (SIMO)'s 2031 convertible notes registered under the Securities Act?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August 2026
Commission File Number: 000-51380
Silicon Motion Technology Corporation
(Exact name of Registrant as specified in its charter)
Flat C, 19/F, Wing Cheong Commercial Building
Nos 19-25 Jervois Street
Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
This Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on June 4, 2025 (Registration No. 333-287771).
Pricing of Notes Offering
On August 10, 2026, Silicon Motion Technology Corporation, a Cayman Islands exempted company (the “Company”), issued a press release announcing the pricing of its upsized offering of $1,000,000,000 aggregate principal amount of its 0.00% convertible senior notes due 2031 (the “Notes”) in a private offering to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”). The issuance and sale of the Notes are scheduled to settle on August 13, 2026, subject to customary closing conditions. The Company also granted the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $150,000,000 aggregate principal amount of Notes. A copy of the press release announcing the pricing of the Offering is furnished as Exhibit 99.1 to this Report on Form 6-K (this “Report”).
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release of the Company dated August 10, 2026 announcing the pricing of the Offering. | |
Forward-Looking Statements
This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical in nature and typically address future or anticipated events, expectations or beliefs. Forward-looking statements include, without limitation, statements regarding the completion of the Offering and the expected amount and intended use of the net proceeds. These forward-looking statements can often, but not always, be identified by phrases such as “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “plans,” “intends,” “will,” “may,” “should,” “projects,” “might,” “could,” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements.
While the Company believes there is a reasonable basis for the forward-looking statements in this Report, such statements involve certain risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those indicated in, or implied by, such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) market conditions; (ii) the satisfaction of the closing conditions related to the Offering; and (iii) risks relating to the Company’s business, including those described in the Company’s most recent Annual Report on Form 20-F and the other reports that the Company files or furnishes from time to time with the U.S. Securities and Exchange Commission.
The Company may not consummate the Offering and, if the Offering is consummated, the Company cannot provide any assurances regarding the final terms of the Offering or the Notes or its ability to effectively apply the net proceeds from the Offering.
The forward-looking statements in this Report speak only as of the date of this Report. The Company does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
No Offer or Solicitation
This Report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes, any American depositary shares of the Company, each representing four ordinary shares of the Company, par value $0.01 per share, issuable upon conversion of the Notes and the ordinary shares represented thereby will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SILICON MOTION TECHNOLOGY CORPORATION | ||||||
| Date: August 10, 2026 | By: | /s/ Jason Tsai | ||||
| Name: | Jason Tsai | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Silicon Motion Technology Corporation Prices Upsized Offering of $1.0 Billion Convertible Senior Notes due 2031
| • | Opportunistic capital raise with proceeds intended to enhance financial flexibility and support growth initiatives |
TAIPEI, Taiwan and MILPITAS, Calif., August 10, 2026 (GLOBE NEWSWIRE) – Silicon Motion Technology Corporation (NasdaqGS: SIMO) (“Silicon Motion”), a global leader in designing and marketing NAND flash controllers for solid-state storage devices (“SSDs”), today announced the pricing of its offering of $1,000,000,000 aggregate principal amount of 0.00% convertible senior notes due 2031 (the “Notes”) in a private offering to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $800,000,000 aggregate principal amount of Notes. The issuance and sale of the Notes are scheduled to settle on August 13, 2026, subject to customary closing conditions. Silicon Motion also granted the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $150,000,000 aggregate principal amount of Notes.
The Notes will be senior, unsecured obligations of Silicon Motion. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on August 15, 2031, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding May 15, 2031, holders of the Notes will have the right to convert their Notes upon the satisfaction of specified conditions and during certain periods. On or after May 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible at the option of the holders at any time regardless of these conditions. Silicon Motion will settle each conversion by paying the principal amount (or, if less, the conversion value) of the Notes in cash, and any conversion value in excess of the principal amount will be settled in cash, American depositary shares of Silicon Motion (the “ADSs”), each representing four ordinary shares of Silicon Motion, par value $0.01 per share, or any combination thereof, at Silicon Motion’s election. The initial conversion rate of the Notes is 2.6281 ADSs per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $380.50 per ADS). The initial conversion price represents a premium of approximately 65.0% over the last reported sale price of $230.61 per ADS on the Nasdaq Global Select Market on August 10, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
Silicon Motion may redeem the Notes for cash at its option, in whole but not in part, in connection with certain tax-related events. In addition, the Notes will be redeemable, in whole or in part (subject to certain limitations), for cash, at Silicon Motion’s option, on or after August 20, 2029 if the last reported sale price of the ADSs equals or exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price, in each case, will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Holders of the Notes will have the right to require Silicon Motion to repurchase their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) or on August 15, 2029, in each case, at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date.
1
Silicon Motion estimates that the net proceeds from the offering will be $980 million (or $1,127 million if the initial purchasers fully exercise their option to purchase additional Notes), after deducting the initial purchasers’ discounts but before deducting estimated offering expenses. Silicon Motion intends to use the net proceeds for general corporate purposes and to repay amounts outstanding under its credit agreement. Pending the use of the net proceeds from this offering as described above, Silicon Motion may invest the net proceeds in short-term, investment grade, interest-bearing securities.
The offer and sale of the Notes, the ADSs, if any, issuable upon conversion of the Notes, and the ordinary shares represented thereby, have not been, and will not be, registered under the Securities Act, or any other securities laws, and the Notes, any such ADSs and ordinary shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, the ADSs, if any, issuable upon conversion of the Notes or the ordinary shares represented thereby, nor will there be any offer, solicitation or sale of the Notes, any such ADSs or ordinary shares, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Silicon Motion Technology Corporation
Silicon Motion Technology Corporation (NasdaqGS: SIMO) is the global leader in supplying NAND flash controllers for SSDs. The company ships more SSD controllers than any other supplier worldwide for servers, PCs, and other edge devices, and is also the leading merchant provider of eMMC and UFS embedded storage controllers used in smartphones, IoT products, and automotive applications.
Silicon Motion also delivers customized, high-performance controller solutions for Enterprise SSDs, Enterprise boot drives, Edge SSDs, Embedded UFS & eMMC, and Ferri solutions for automotive. Its controllers and storage solutions are designed to power the world’s most advanced AI Infrastructure, Edge AI, and Physical AI, combining high performance, low power, and proven reliability.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the completion of the offering and the expected amount and intended use of the net proceeds. Forward-looking statements represent Silicon Motion’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those indicated in, or implied by, the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Silicon Motion’s business, including those described in documents Silicon Motion files from time to time with the U.S. Securities and Exchange Commission,
2
including Silicon Motion’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. Silicon Motion may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Silicon Motion does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
Silicon Motion Investor Contacts:
| Tom Sepenzis Vice President of Investor Relations & Strategy tsepenzis@siliconmotion.com |
Selina Hsieh Investor Relations ir@siliconmotion.com |
3