Semtech Corporation Announces Full Exercise of Greenshoe Option and Closing of Private Offering

Semtech Corporation (NASDAQ:SMTC) (the "Company" or "Semtech") today announced the closing of its offering of $350 million in aggregate principal amount of 0.00% convertible senior notes due 2030 (the "2030 Notes") and the full exercise of the option granted to initial purchasers of the Notes to purchase an additional $52.5 million aggregate principal amount of Notes (the "Greenshoe Option") in a private placement (the "Offering"). Total net proceeds to the Company from the Offering were approximately $391.2 million, after deducting the initial purchasers' discount and estimated offering expenses payable by the Company.

Semtech expects to use (i) approximately $220.6 million of the net proceeds from the Offering, together with the issuance of approximately 3.0 million shares of Semtech's common stock, as the consideration for the exchange of approximately $219.0 million aggregate principal amount of its existing 1.625% convertible senior notes due 2027 (the "2027 Notes"), (ii) approximately $63.1 million of the net proceeds from the Offering, together with the issuance of approximately 2.2 million shares of Semtech's common stock, as the consideration for the exchange of $61.95 million aggregate principal amount of its existing 4.00% convertible senior notes due 2028 (the "2028 Notes" and, together with the 2027 Notes, the "Existing Notes"), which constitutes the remaining outstanding amount of the 2028 Notes and (iii) approximately $107.6 million of the net proceeds from the Offering and approximately $3.5 million of cash on hand to repay in full the term loan outstanding under Semtech's senior credit facilities.

Following the closing of the Offering and the closing of the exchanges of the Existing Notes, which are expected to occur on October 14, 2025, Semtech's outstanding debt will consist of approximately $100.5 million in aggregate principal of the 2027 Notes and approximately $402.5 million in aggregate principal of the 2030 Notes.

A summary of terms of the 2030 Notes and the related capped call transaction is as follows:

None of the 2030 Notes, the guarantees, the shares of Semtech's common stock potentially issuable upon conversion of the 2030 Notes, if any, have been, or will be, registered under the Securities Act, the securities laws of any other jurisdiction or any state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The 2030 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, including the 2030 Notes, the guarantees or any shares of Semtech's common stock, nor shall there be any sale of the 2030 Notes or the guarantees in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Further, this press release does not constitute an offer to buy or the solicitation of an offer to sell any securities, including the Existing Notes.

About Semtech Corporation

Semtech Corporation (NASDAQ:SMTC) is a leading provider of high-performance semiconductor, Internet of Things (IoT) systems and cloud connectivity service solutions dedicated to delivering high-quality technology solutions that enable a smarter, more connected and sustainable planet. Our global teams are committed to empowering solution architects and application developers to develop breakthrough products for the infrastructure, industrial and consumer markets.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended, including statements relating to matters such as the intended use of the net proceeds, the closing of the exchanges of existing indebtedness and the effects of the foregoing transactions and related derivative transactions. Statements containing words such as "may," "believes," "sees," "anticipates," "expects," "intends," "positions," "plans," "projects," "estimates," "develops," "should," "could," "will," "designed to," "projections," or "outlook," or other similar expressions constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K, for additional information about the Company and the risks and uncertainties related to the Company's business which may affect the statements made in this press release. Investors are cautioned not to place undue reliance on any forward-looking information contained herein, which speak only as of the date hereof. Except as required by law, the Company assumes no obligation to publicly release the results of any update or revision to any forward-looking statement that may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated or future events, or otherwise.

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Mitch Haws

Semtech Corporation

[email protected]