Every material Form 8-K Semtech filed with the SEC in 2025, 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 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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Semtech filing is on SEC EDGAR ↗. 8-K briefs of other companies →