Every 8-K that Semtech Corp (SMTC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SMTC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SMTC filings page.
Semtech Corporation (SMTC) reported a strong second quarter of fiscal 2027, with record net sales of $341.9 million, up 17% sequentially from $291.0 million and 33% year-over-year from $257.6 million. GAAP gross margin improved to 53.8%, and GAAP operating margin rose to 16.3% from 8.9% in the prior quarter and a loss a year ago. GAAP diluted EPS was $1.59, aided by a $101.4 million tax benefit, versus $0.27 in Q1'27 and a loss of $0.31 in Q2'26.
On a non-GAAP basis, Semtech delivered adjusted gross margin of 54.5%, adjusted operating margin of 24.4%, adjusted net income of $69.5 million, and adjusted diluted EPS of $0.71, all up versus both Q1'27 and Q2'26. Adjusted EBITDA was $91.1 million with a 26.6% margin, and free cash flow was $61.4 million. For Q3'27, the company guides net sales to $410 million ± $5 million, adjusted gross margin of 58.3% ± 100 bps (or 63.9% excluding the business held for sale), adjusted operating margin of 31.0% ± 60 bps, and adjusted diluted EPS of $1.05 ± $0.03, indicating expectations for continued revenue and margin expansion.
Semtech Corporation has entered into a definitive agreement to sell its cellular module business to Compal Electronics, Inc. for $62 million in cash, subject to customary adjustments. The transaction has been approved by the boards of directors of both Semtech and Compal.
Compal will acquire substantially all assets and operations of the cellular module business, including related intellectual property, customer relationships and personnel. Semtech’s president and CEO stated that the divestiture is intended to sharpen focus on areas where it sees the strongest growth and industry leadership, specifically data center and LoRa connectivity. Closing is expected in the fourth quarter of Semtech’s 2027 fiscal year, subject to customary closing conditions, including receipt of certain regulatory approvals.
Semtech Corporation entered into a new Credit Agreement providing a $360 million revolving credit facility that was undrawn on the July 6, 2026 closing date, plus an uncommitted incremental term loan facility. The facility will fund working capital, general corporate purposes, refinancings, acquisitions and other permitted investments.
The revolving facility matures on July 6, 2031, with a springing earlier maturity tied to the company’s 0% Convertible Senior Notes due 2030 if certain debt and liquidity tests are not met. Pricing is based on SOFR or a base rate plus a leverage‑dependent margin ranging from 1.25% to 2.0% (or 0.25% to 1.0% for base rate loans).
All obligations are guaranteed by substantially all direct and indirect domestic subsidiaries (subject to customary exclusions) and secured by substantially all assets of Semtech and the guarantors. Key covenants include a minimum interest coverage ratio of 2.50:1.00 and a maximum total net leverage ratio of 4.00:1.00, rising to 4.50:1.00 following a material acquisition. The agreement replaces and fully pays off the prior JPMorgan-led credit facility.
Semtech Corporation updated its executive compensation programs and reported routine annual meeting results. The board’s Human Capital and Compensation Committee approved an amended Executive Severance Plan that now provides severance, COBRA premium payments for up to 12 months, and accelerated vesting of Nonqualified Excess Plan balances for certain terminations outside a change in control, subject to a release and covenants.
Stockholders approved an amendment to the 2017 Long-Term Equity Incentive Plan, increasing the share pool for awards by 4,300,000 shares. They also elected nine directors, ratified Deloitte & Touche LLP as auditor for fiscal 2027, and approved executive pay on an advisory basis, with more than 91% of outstanding shares represented at the meeting.
Semtech Corporation reported record results for the first quarter of fiscal 2027, with net sales of $291.0 million, up 6% sequentially and 16% year-over-year. GAAP gross margin was 52.0%, and GAAP operating margin improved to 8.9%, compared with a loss in the prior quarter.
GAAP diluted earnings per share were $0.27, up 23% year-over-year. On a non-GAAP basis, adjusted gross margin was 53.0% and adjusted operating margin was 20.4%. Non-GAAP adjusted diluted EPS reached $0.51, an increase of 34% year-over-year, while adjusted EBITDA was $66.4 million, or a 22.8% margin.
For the second quarter of fiscal 2027, Semtech forecasts net sales of about $328.0 million plus or minus $5.0 million, an adjusted gross margin of roughly 54.0%, and adjusted diluted EPS around $0.61 plus or minus $0.02. The company ended the quarter with $163.3 million in cash and cash equivalents, long-term debt of $492.0 million, and generated free cash flow of $28.0 million.
Semtech Corporation reported record results for fiscal 2026, with net sales of $1.05 billion, up 15% year-over-year, driven by demand across data center, IoT and cellular infrastructure markets. Fourth quarter net sales reached $274.4 million, up 3% sequentially and 9% from the prior year quarter.
For fiscal 2026, GAAP gross margin improved to 51.6% and GAAP operating margin was 3.1%, while non-GAAP adjusted operating margin rose to 19.1%. GAAP diluted loss per share was $0.46, a substantial improvement from a $2.26 loss in fiscal 2025, and non-GAAP adjusted diluted earnings per share increased to $1.71.
Cash generation strengthened, with fiscal 2026 operating cash flow of $181.2 million and free cash flow of $171.4 million. For the first quarter of fiscal 2027, Semtech targets net sales of about $283 million, non-GAAP adjusted diluted earnings per share around $0.45, and an adjusted EBITDA margin near 21.0%.
Semtech Corporation reported that it has released its financial results for the third quarter of fiscal year 2026, which ended on October 26, 2025. The company announced these results in a press release dated November 24, 2025, furnished as Exhibit 99.1 to this report. Semtech also used the same press release to share forward-looking statements about its future performance and financial results. The information in the results and outlook is being furnished rather than filed under securities laws, which limits how it is incorporated into other regulatory documents.
Semtech Corporation issued $402.5 million of 0% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers. The notes carry no regular interest, mature on October 15, 2030, and are initially convertible at 9.8964 shares per $1,000 principal, implying a $101.05 conversion price, about 42.5% above the $70.91 share price on October 7, 2025.
Net proceeds were approximately $391.2 million. Semtech plans to use about $220.6 million plus approximately 3.0 million shares to exchange $219.0 million of its 1.625% Convertible Notes due 2027, about $63.1 million plus approximately 2.2 million shares to exchange $61.95 million of its 4.00% Convertible Notes due 2028 (fully retiring them), and about $56.5 million to repay $56.3 million of term loans. The company also spent about $31.4 million on capped call transactions with a $141.82 cap price to help limit dilution if the stock trades significantly above the conversion price.
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.
Semtech Corporation filed a current report to share that it has issued a press release announcing its financial results for the second quarter of fiscal year 2026, which ended on July 27, 2025. The press release, attached as Exhibit 99.1, also includes forward-looking statements about the company’s future performance and financial results.
The information in Items 2.02 and 7.01, and in Exhibit 99.1, is being furnished rather than filed, meaning it is not subject to liability under Section 18 of the Exchange Act and will only be incorporated into other securities documents if specifically referenced.