Semtech Corp. SEC filings document the company’s public-company reporting for a Nasdaq-listed semiconductor and IoT connectivity issuer. Recent Form 8-K reports cover quarterly and fiscal-year operating results, Regulation FD disclosures, and material events tied to financing and capital-structure activity.
The filing record also includes definitive proxy materials for annual meeting matters such as director elections, auditor ratification, advisory executive compensation votes, and amendments to the Semtech Corporation 2017 Long-Term Equity Incentive Plan. Capital-structure disclosures identify common stock listed on the Nasdaq Global Select Market and the company’s 0% convertible senior notes due 2030 issued under an indenture with subsidiary guarantor provisions.
A shareholder of SMTC has filed a Form 144 notice to sell 1,034 shares of common stock through UBS Financial Services on the NASDAQ exchange, with an approximate sale date of 01/08/2026. The filing lists total shares outstanding of 92,540,000 common shares for the issuer.
The shares planned for sale were acquired on 06/09/2024 through RSU vesting from the issuer, with the same date shown as the payment date and the nature of payment noted as “NA,” indicating no separate cash purchase. The filer also represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.
SMTC filed a Rule 144 notice for a planned sale of 3,600 shares of common stock. The shares are expected to be sold through UBS Financial Services Inc. on the NASDAQ exchange, with an approximate sale date of 01/07/2026 and an aggregate market value of 270,000.
The filing states that 89,773,000 shares of common stock are outstanding, providing context for the size of the planned sale. The 3,600 shares to be sold were acquired through restricted stock unit (RSU) vesting from the issuer in three transactions on 06/10/2020 (907 shares), 06/09/2021 (1,371 shares), and 06/08/2022 (1,322 shares), all recorded as fully paid at the respective vesting dates.
Semtech EVP and CFO Mark Lin reported several equity transactions in early January 2026. On January 2, 2026, 3,164 shares of common stock were issued at an exercise price of $0 upon the vesting of restricted stock units, increasing his directly held common shares to 21,008. That same day, 1,198 of those shares were withheld and disposed of at $73.69 per share to cover tax obligations, leaving 19,810 common shares directly owned.
On January 5, 2026, Lin sold 1,333 shares of Semtech common stock at $76.20 per share in an open-market transaction, reducing his direct common stock holdings to 18,477 shares. The sale was made under a Rule 10b5-1 trading plan adopted on June 23, 2025. Following these transactions, he also directly holds 9,493 restricted stock units, each representing the right to receive one share of Semtech common stock, with one-third having vested on October 2, 2024 and the remainder vesting in eight quarterly installments beginning January 2, 2025.
Semtech Corporation President and CEO Hong Q. Hou reported several equity transactions in company stock. On January 2, 2026, a restricted stock unit award converted into 6,483 shares of Semtech common stock at an exercise price of $0, reflecting previously granted equity now delivered as shares. The filing also shows a separate transaction coded F on the same date involving 2,438 shares of common stock at $73.69 per share. After these transactions, Hou directly owned 25,604 shares of Semtech common stock and 38,900 restricted stock units. The footnotes explain that each stock unit represents the right to receive one share of Semtech common stock and that one third of the referenced grant vested on July 1, 2025, with the remainder vesting in eight quarterly installments beginning October 1, 2025.
Semtech Corporation reported higher sales but a small loss for the quarter ended October 26, 2025. Total net sales rose to $266.9 million from $236.8 million a year earlier, driven mainly by product revenue growth. Gross profit increased to $138.5 million, while operating income nearly doubled to $31.1 million from $17.8 million, reflecting better scale despite continued high R&D and selling costs.
The company still posted a quarterly net loss of $2.9 million, though this was much improved from a $7.6 million loss in the prior-year period. For the first nine months, net sales reached $775.6 million with a loss of $10.6 million, significantly better than the prior-year loss that included a large debt extinguishment charge. Operating cash flow strengthened to $119.7 million, and cash and equivalents were $164.7 million with long-term debt of $503.0 million. Earlier in the year Semtech recorded a $42.0 million goodwill impairment in its IoT Systems and Connectivity segment, and subsequently acquired a force-sensing technology portfolio for immaterial cash consideration to broaden its sensing offerings.
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 director reports small stock sale
A Semtech Corporation director reported selling 500 shares of common stock on 11/19/2025 at a price of $63.08 per share. After this transaction, the director beneficially owns 26,279 shares of Semtech common stock in direct form. The filing notes that the sale was made under a pre-arranged Rule 10b5-1 trading plan that was adopted on July 9, 2025, which is designed to allow insiders to trade stock according to a preset schedule.
Semtech (SMTC) director Paul V. Walsh Jr. reported an open-market sale of 500 shares of common stock at $66.24 on October 22, 2025.
After this transaction, he beneficially owned 26,779 shares, held directly.
The sale was made pursuant to a Rule 10b5-1 trading plan adopted on July 9, 2025.
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.