Semtech (SMTC) to issue $350M 0% convertible senior notes in 2030 deal

Rhea-AI Filing Summary

Semtech Corporation plans a private offering of $350 million in aggregate principal amount of 0% convertible senior notes due 2030, to be sold to qualified institutional buyers under Rule 144A. The company also intends to grant the initial purchasers an option to buy up to an additional $52.5 million of these notes for settlement by October 15, 2025.

The notes are being offered in a private placement and have not been registered under the Securities Act, meaning they can only be sold under an exemption or after registration. Semtech emphasizes that this disclosure is not an offer to sell or a solicitation to buy the securities in any jurisdiction where such an offer would be unlawful.

Insights

Capital structure and convertible securities analyst

Semtech plans a sizable 0% convertible note financing via Rule 144A.

Semtech Corporation intends to issue $350 million of 0% convertible senior notes due 2030 in a private placement to qualified institutional buyers, with an additional $52.5 million option for initial purchasers. A 0% coupon means no cash interest expense, while the senior and convertible features blend debt-like priority with potential equity conversion.

The transaction is structured under Rule 144A, so the notes are not registered under the Securities Act and are targeted at institutional investors rather than the public market. Actual issuance remains subject to market and other conditions, and key terms such as the conversion rate, conversion price, and any capped call or hedge features are not detailed in this excerpt.

Because the filing does not describe use of proceeds or existing leverage, the long‑term effect on the balance sheet and potential dilution will depend on final terms and future conversion behavior. Subsequent company communications or offering documents would typically provide the detailed note terms and any related transactions.

SEMTECH CORP false 0000088941 0000088941 2025-10-06 2025-10-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2025

SEMTECH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-06395		95-2119684
(Commission File Number)		(IRS Employer Identification No.)

200 Flynn Road
Camarillo, California		93012-8790
(Address of principal executive offices)		(Zip Code)

805-498-2111

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		SMTC		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On October 6, 2025, Semtech Corporation (the “Company”) issued a press release announcing its intent, subject to market and other conditions, to offer $350 million in aggregate principal amount of 0% convertible senior notes due 2030 (the “Notes”) in a private placement (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also announced that it intends to grant the initial purchasers of the Notes an option to purchase, for settlement by (and including) October 15, 2025, up to an additional $52.5 million aggregate principal amount of Notes.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the Offering or any other securities of the Company, and shall not constitute an offer, solicitation or sale of securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes have not been registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated October 6, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				SEMTECH CORPORATION
Date: October 6, 2025				/s/ Mark Lin
				Name:		Mark Lin
				Title:		Chief Financial Officer

FAQ

What type of financing is Semtech Corporation (SMTC) pursuing in this 8-K?

Semtech Corporation plans a private placement of $350 million in 0% convertible senior notes due 2030, offered to qualified institutional buyers under Rule 144A.

How large is Semtech Corporation’s potential convertible note issuance?

Semtech intends to offer $350 million in aggregate principal amount of 0% convertible senior notes, with an additional $52.5 million overallotment option for initial purchasers.

Who can buy Semtech Corporation (SMTC) 0% convertible senior notes?

The notes are being offered in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

Are Semtech Corporation’s new convertible notes registered with the SEC?

No. The notes have not been registered under the Securities Act or state securities laws and may be offered or sold in the U.S. only under an applicable exemption or after registration.

Does this Semtech (SMTC) filing itself constitute an offer to sell the notes?

No. Semtech states that this report does not constitute an offer to sell or a solicitation of an offer to buy the notes or any other securities in any jurisdiction.

What is the maturity of Semtech Corporation’s planned convertible notes?

The planned 0% convertible senior notes are described as being due 2030, giving them a multi‑year maturity profile from the 2025 announcement date.