Every material Form 8-K Semtech has filed with the SEC since November 25, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Semtech reported second-quarter fiscal 2027 results for the quarter ended July 26, 2026, with net sales of $341.9 million, up 33% from a year earlier and up 17% from the prior quarter. GAAP net income was $160.1 million, which included a $101.4 million income tax benefit, compared with a net loss of $27.1 million a year earlier. The company also guided third-quarter net sales to $410.0 million plus or minus $5.0 million and adjusted diluted EPS to $1.05 plus or minus $0.03.
Net sales of $341.9 million, up from $257.6 million in Q2 FY2026 and $291.0 million in Q1 FY2027.
GAAP diluted EPS of $1.59, compared with a loss of $0.31 a year earlier; the quarter included a $101.4 million tax benefit.
Non-GAAP adjusted diluted EPS of $0.71, up from $0.41 in Q2 FY2026.
Q3 FY2027 outlook: net sales of $410.0 million plus or minus $5.0 million; adjusted diluted EPS of $1.05 plus or minus $0.03.
Semtech signed a new Credit Agreement on July 6, 2026, with Morgan Stanley Senior Funding as administrative agent. It includes a $360 million revolving credit facility, undrawn at closing, and an uncommitted incremental term loan, and it replaced the company's 2022 credit agreement, which was paid in full. The new facility matures July 6, 2031, and the filing says its loans and obligations are secured by substantially all company and guarantor assets, which matters to shareholders because it sets new borrowing terms and covenants.
$360 million revolving credit facility, undrawn on the July 6, 2026 closing date, maturing July 6, 2031
Incremental term loan capped at the greater of $332 million and 100% of Consolidated EBITDA, plus an unlimited amount if pro forma first lien net leverage is below 3.50:1.00
Prior Third Amended and Restated Credit Agreement dated September 26, 2022, with JPMorgan Chase Bank, N.A. as agent, was terminated and paid in full
Covenants require minimum interest coverage of 2.50:1.00 and maximum total net leverage of 4.00:1.00; a change of control is an event of default
At its June 4, 2026 annual meeting, Semtech stockholders elected nine directors, ratified Deloitte & Touche LLP as auditor for fiscal 2027, approved the executive compensation on an advisory basis, and approved an increase of 4,300,000 shares in the 2017 Long-Term Equity Incentive Plan. The company also amended its Executive Severance Plan on June 2, 2026 to provide severance for certain terminations outside a change in control.
Nine directors elected to serve until the 2027 annual meeting; Julie G. Ruehl received 80,931,696 votes for and 257,193 withheld.
2017 Long-Term Equity Incentive Plan increased by 4,300,000 shares; approved with 79,476,950 votes for and 1,603,864 against.
Amended Executive Severance Plan provides one times base salary plus a pro-rata target bonus, and up to 12 months of COBRA premiums, for qualifying terminations outside a change in control window.
Advisory vote on executive compensation passed with 79,073,683 votes for and 1,919,240 against; Deloitte ratification received 84,825,309 votes for.
Semtech reported record first-quarter fiscal 2027 net sales of $291.0 million, up 16% from a year earlier, with GAAP diluted earnings per share of $0.27 versus $0.22 a year earlier. The company also guided second-quarter net sales to $328.0 million, plus or minus $5.0 million, and adjusted diluted earnings per share to $0.61, plus or minus $0.02.
Q1 fiscal 2027 net sales of $291.0 million, up 16% year over year and up 6% from Q4 fiscal 2026
GAAP diluted EPS of $0.27, up from $0.22 a year earlier; adjusted diluted EPS of $0.51, up from $0.38
GAAP operating margin of 8.9%, down from 14.3% a year earlier; adjusted operating margin of 20.4%, up from 19.0%
Q2 fiscal 2027 outlook: net sales of $328.0 million (plus or minus $5.0 million) and adjusted diluted EPS of $0.61 (plus or minus $0.02)
Semtech reported fourth-quarter fiscal 2026 net sales of $274.4 million, up 9% from a year earlier, and adjusted diluted EPS of $0.44, up from $0.40. The company posted a GAAP diluted loss of $0.32 per share, compared with GAAP diluted earnings of $0.43 a year earlier, after $44.6 million of goodwill and intangible impairments. For shareholders, revenue and adjusted earnings grew, while GAAP results were hurt by the impairment charges, and the company guided first-quarter fiscal 2027 net sales to $283.0 million, plus or minus $5.0 million.
Q4 fiscal 2026 net sales $274.4 million, up 9% year over year; fiscal 2026 net sales $1.05 billion, up 15%
Q4 GAAP diluted loss of $0.32 per share vs. GAAP diluted EPS of $0.43 in Q4 fiscal 2025; full-year GAAP diluted loss of $0.46 per share
Q4 adjusted diluted EPS $0.44 vs. $0.40 a year earlier; Q4 operating cash flow $61.5 million and free cash flow $59.1 million
Q1 fiscal 2027 outlook: net sales $283.0 million +/- $5.0 million; adjusted diluted EPS $0.45 +/- $0.03
Semtech reported unaudited third-quarter fiscal 2026 results for the quarter ended October 26, 2025, with net sales of $267.0 million, up 13% from a year earlier, and a GAAP net loss of $2.9 million, compared with $7.6 million a year ago. The company also guided fourth-quarter net sales to $273.0 million, plus or minus $5.0 million, and adjusted diluted EPS to $0.43, plus or minus $0.03.
Q3 net sales of $267.0 million, up from $236.8 million a year earlier; GAAP diluted loss per share of $0.03 vs. $0.10 a year ago
Non-GAAP adjusted diluted EPS of $0.48, up from $0.26 a year ago; GAAP operating margin of 11.6% vs. 7.5%
Q3 included $21.2 million of induced conversion expense tied to debt; cash interest costs were substantially reduced per the CFO
Q4 fiscal 2026 outlook: net sales $273.0 million +/- $5.0 million; adjusted operating margin 17.8% +/- 80 bps
Semtech priced $350 million of 0% convertible senior notes due 2030 and sold an additional $52.5 million after the initial purchasers exercised their option in full, bringing the total to $402.5 million. The company will use part of the net proceeds to exchange about $219.0 million of 2027 notes and $61.95 million of 2028 notes for shares and cash, and to repay $56.3 million of term loans. For shareholders, the filing discloses potential dilution from conversion and the share issuance tied to the exchanges, partly offset by capped call transactions.
Total notes principal rose to $402.5 million after the option was exercised on October 8, 2025; the notes mature October 15, 2030 and carry no regular interest
Initial conversion price is $101.05 per share, a 42.50% premium to the $70.91 close on October 7, 2025
Exchanges of existing notes involve about 3.0 million shares for the 2027 notes and about 2.2 million shares for the 2028 notes
Capped call transactions have a cap price of $141.82 per share; about $27.3 million of cash on hand is expected to fund them
Semtech reported second-quarter fiscal 2026 net sales of $257.6 million, up 20% from $215.4 million a year earlier, and adjusted diluted earnings per share of $0.41 versus $0.11. The company posted a GAAP net loss of $27.1 million, or $0.31 per diluted share, after a $42.0 million goodwill impairment, though this compares with a $170.3 million GAAP net loss a year ago. The company also guided third-quarter fiscal 2026 net sales to $266.0 million, plus or minus $5.0 million, and adjusted diluted earnings per share to $0.44, plus or minus $0.03.
Q2 fiscal 2026 net sales were $257.6 million, up from $215.4 million in Q2 fiscal 2025 and $251.1 million in Q1 fiscal 2026.
GAAP net loss was $27.1 million, or $0.31 per diluted share, including a $42.0 million goodwill impairment; the year-ago GAAP net loss was $170.3 million.
Adjusted diluted earnings per share were $0.41, up from $0.11 a year ago; adjusted operating margin was 18.8%, up from 14.2%.
Third-quarter fiscal 2026 outlook: net sales of $266.0 million plus or minus $5.0 million and adjusted diluted earnings per share of $0.44 plus or minus $0.03.
At the June 5, 2025 Annual Meeting, Semtech stockholders elected all nine board nominees, ratified Deloitte & Touche LLP as auditor for fiscal 2026, and approved an advisory vote on executive pay. They also approved an amendment adding 2,100,000 shares to the 2017 Long-Term Equity Incentive Plan. Separately, the board amended and restated the bylaws effective June 3, 2025.
Plan amendment adds 2,100,000 shares to the 2017 Long-Term Equity Incentive Plan.
Say-on-pay vote: 66,052,133 votes for, 9,609,565 against, 72,658 abstentions.
Bylaws revised on June 3, 2025, including procedures for stockholder nominations and emergency board operations under Delaware law.
Shareholders present or represented: 80,302,281 shares, or 92.7% of shares outstanding on the record date.
Semtech reported first-quarter fiscal 2026 results for the quarter ended April 27, 2025, with net sales of $251.1 million, up 22% from $206.1 million a year earlier, and GAAP diluted earnings per share of $0.22 versus a loss of $0.36 a year ago. The company also gave second-quarter net sales guidance of $256.0 million plus or minus $5.0 million and adjusted diluted EPS guidance of $0.40 plus or minus $0.03.
Net sales of $251.1 million, up 22% from $206.1 million in Q1 2025 and roughly flat from $251.0 million in Q4 2025.
GAAP diluted EPS of $0.22 versus a loss of $0.36 a year ago; adjusted diluted EPS of $0.38 versus $0.06 a year ago and $0.40 in Q4 2025.
Second-quarter fiscal 2026 outlook: net sales of $256.0 million plus or minus $5.0 million; adjusted diluted EPS of $0.40 plus or minus $0.03.
Debt reduction: a $10 million term loan principal prepayment in Q1 and an additional $15 million to date in Q2, according to CFO Mark Lin.
On April 24, 2025, Semtech amended its credit agreement to raise revolving credit capacity by $117.5 million, to a total of $455 million. The company said no financial covenants or material terms were modified. The company also repaid $10 million of term loan principal from operating cash flow, which it said was unrelated to the amendment, and the filing shows added undrawn borrowing capacity for shareholders.
Revolving credit facility increased by $117.5 million to $455 million under the Fourth Amendment dated April 24, 2025
Facility remains undrawn except for previously outstanding letters of credit totaling $2.9 million
Commitment fee on undrawn amounts was 0.300% as of April 27, 2025, the end of Q1 fiscal 2026
$10 million of term loan principal prepaid using cash flow from operations
Semtech reported fourth quarter fiscal 2025 net sales of $251.0 million, up 6% from the prior quarter, and GAAP net income of $39.1 million, compared with a loss of $7.6 million in the third quarter. For the full fiscal year ended January 26, 2025, GAAP net loss attributable to common stockholders narrowed to $161.9 million from $1,092.0 million. Its first quarter fiscal 2026 outlook calls for adjusted diluted earnings per share of $0.37 plus or minus $0.03, below the $0.40 reported for the fourth quarter.
Q4 fiscal 2025 net sales $251.0 million, up 6% sequentially; GAAP diluted EPS $0.43, adjusted diluted EPS $0.40
FY2025 net sales $909.3 million, up 5% from fiscal 2024; GAAP diluted loss per share $2.26
Q1 fiscal 2026 outlook: net sales $250.0 million plus or minus $5.0 million; adjusted diluted EPS $0.37 plus or minus $0.03
Net debt at fiscal year-end 2025 fell 68% year over year, per CFO Mark Lin
Semtech entered a separation agreement on February 20, 2025 with Mark P. Russell, its Senior Vice President, Global Sales and Marketing, whose last day will be March 6, 2025. The filing describes a $175,000 lump sum severance payment, a fiscal 2025 cash bonus, and up to 12 months of COBRA premium support, conditioned on a release of claims. The filing does not state a reason for the departure or name a successor.
Mark P. Russell's last day of employment is March 6, 2025
Lump sum cash severance payment of $175,000, subject to a release of claims
Fiscal 2025 cash bonus paid as though he remained employed through the normal bonus payment date
COBRA healthcare premiums paid or reimbursed for up to 12 months after the separation date
Semtech Corporation said board member Rockell N. Hankin resigned effective immediately, notifying the board on November 26, 2024. The company said the resignation was not due to any disagreement with the company or the board. The filing reports no successor appointment or other board changes.
Rockell N. Hankin resigned from the Semtech board effective immediately.
Hankin notified the board of his decision on November 26, 2024.
The company states the resignation was not due to any disagreement with Semtech or the board.
The filing was signed by CFO Mark Lin on November 27, 2024.
Semtech reported third quarter fiscal 2025 results for the quarter ended October 27, 2024, with net sales of $236.8 million, up 10% from the prior quarter, and a GAAP diluted loss of $0.10 per share, compared with a $2.61 loss per share in the prior quarter. The company also guided fourth quarter net sales to $250.0 million, plus or minus $5.0 million, and non-GAAP diluted earnings per share to $0.32, plus or minus $0.03.
Net sales of $236.8 million, up 10% from $215.4 million in the prior quarter
Record data center net sales of $43.1 million, up 58% from the prior quarter
GAAP diluted loss of $0.10 per share vs. a $2.61 loss per share in the prior quarter; non-GAAP diluted EPS of $0.26
Fourth quarter fiscal 2025 outlook: net sales of $250.0 million, plus or minus $5.0 million; non-GAAP diluted EPS of $0.32, plus or minus $0.03
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