SEMTECH CORPSMTC
SEMTECH CORP Fair Value Disclosure
Fair Value Measurements
Instruments Measured at Fair Value on a Recurring Basis
The fair values of financial assets and liabilities measured and recorded at fair value on a recurring basis were presented in the Balance Sheets as follows:
| January 25, 2026 | January 26, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Total | (Level 1) | (Level 2) | (Level 3) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||||||||||||||||||
| Financial assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap agreement | $ | — | $ | — | $ | — | $ | — | $ | 745 | $ | — | $ | 745 | $ | — | |||||||||||||||||||||||||||||||
| Convertible debt investments | — | — | — | — | 12,715 | — | — | 12,715 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | 474 | — | 474 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total financial assets | $ | 474 | $ | — | $ | 474 | $ | — | $ | 13,460 | $ | — | $ | 745 | $ | 12,715 | |||||||||||||||||||||||||||||||
During the fiscal year ended January 25, 2026, the Company had no transfers of financial assets or liabilities between Level 1 or Level 2. As of January 25, 2026 and January 26, 2025, the Company had not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted.
The convertible debt investments are valued utilizing a combination of estimates that are based on the estimated discounted cash flows associated with the debt and the fair value of the equity into which the debt may be converted, all of which are Level 3 inputs.
The following table presents a reconciliation of the changes in convertible debt investments in the fiscal year ended January 25, 2026:
| (in thousands) | |||||
| Balance at January 26, 2025 | $ | 12,715 | |||
| Fair market value adjustment to OCI | (3,195) | ||||
| Other-than-temporary impairment | (9,520) | ||||
| Balance at January 25, 2026 | $ | — | |||
The interest rate swap agreements were measured at fair value using readily available interest rate curves (Level 2 inputs). The fair value of each agreement was determined by comparing, for each settlement, the contract rate to the forward rate and discounting to the present value. Contracts in a gain position were recorded in "Other current assets" and "Other assets" in the Balance Sheets and the value of contracts in a loss position were recorded in "Accrued liabilities" and "Other long term liabilities" in the Balance Sheets.
The foreign currency forward contracts are measured at fair value using readily available foreign currency forward and interest rate curves (Level 2 inputs). The fair value of each contract was determined by comparing the contract rate to the forward rate and discounting to the present value. Contracts in a gain position are recorded in "Other current assets" in the Balance Sheets and the value of contracts in a loss position are recorded in "Accrued liabilities" in the Balance Sheets.
See Note 18, Derivatives and Hedging Activities, for further discussion of the Company's derivative instruments.
Instruments Not Recorded at Fair Value
Some of the Company’s financial instruments are not measured at fair value, but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents including money market deposits, net receivables, certain other assets, accounts payable, accrued expenses, accrued personnel costs, and other current liabilities. The Company’s revolving loans and Terms Loans (as defined in Note 9, Long-Term Debt) are recorded at cost, which approximates fair value as the debt instruments bear interest at a floating rate. The 2027 Notes, 2028 Notes and 2030 Notes (as defined in Note 9, Long-Term Debt) are carried at face value less unamortized debt issuance costs, with interest expense reflecting the cash coupon plus the amortization of the capitalized issuance costs. The estimated fair values are determined based on the actual bid prices of the 2027 Notes, 2028 Notes and 2030 Notes as of the last business day of the period.
The following table displays the carrying values and fair values of the 2027 Notes, 2028 Notes and 2030 Notes:
| January 25, 2026 | January 26, 2025 | |||||||||||||||||||||||||||||||
| (in thousands) | Fair Value Hierarchy | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||||||
1.625% convertible senior notes due 2027, net (1) | Level 2 | $ | 99,176 | $ | 221,095 | $ | 312,973 | $ | 647,943 | |||||||||||||||||||||||
4.00% convertible senior notes due 2028, net (2) | Level 2 | — | — | 60,352 | 225,771 | |||||||||||||||||||||||||||
0% convertible senior notes due 2030, net (3) | Level 2 | 392,058 | 441,537 | — | — | |||||||||||||||||||||||||||
| Total convertible notes, net of debt issuance costs | $ | 491,234 | $ | 662,632 | $ | 373,325 | $ | 873,714 | ||||||||||||||||||||||||
(1) The 1.625% convertible senior notes due 2027, net are reflected net of $1.3 million and $6.5 million of unamortized debt issuance costs as of January 25, 2026 and January 26, 2025, respectively.
(2) The 4.00% convertible senior notes due 2028, net are reflected net of $1.6 million of unamortized debt issuance costs as of January 26, 2025.
(3) The 0% convertible senior notes due 2030, net are reflected net of $10.4 million of unamortized debt issuance costs as of January 25, 2026.
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model and earnings multiples to determine the estimated fair value of the reporting units. Significant inputs to the reporting unit fair value measurements included forecasted cash flows, discount rates, terminal growth rates and earnings multiples, which were determined by management estimates and assumptions. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the assets, would require the Company to record additional non-cash impairment charges.
The measurement of long-lived assets is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a cash flow model to determine the estimated fair value of the assets. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market approach using market multiples to determine the assets estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the assets, would require the Company to record additional non-cash impairment charges.
During the fiscal year ended January 25, 2026, the Company recorded a total of $84.8 million of pre-tax non-cash goodwill impairment charges for the IoT Connected Services reporting unit and $1.8 million of pre-tax non-cash intangible assets impairment charges. During the fiscal year ended January 26, 2025, the Company recorded a total of $7.5 million of pre-tax non-cash goodwill impairment charges for the IoT Systems–Modules reporting unit and there was no impairment of intangible assets. During the fiscal year ended January 28, 2024, the Company recorded a total of $755.6 million of pre-tax non-cash goodwill impairment charges and $131.4 million of pre-tax non-cash intangible assets impairment charges for the reporting units related to the Sierra Wireless Acquisition (as defined below). Refer to Note 7, Goodwill and Intangible Assets, for further details.
Investment Impairments and Credit Loss Reserves
The total credit loss reserve for the Company's held-to-maturity debt securities and AFS debt securities was $4.5 million and $4.5 million as of January 25, 2026 and January 26, 2025, respectively. During fiscal year 2026, the Company recorded other-than-temporary impairments of $10.4 million on one of our non-marketable equity investments and AFS debt securities. During fiscal year 2025, the Company recorded other-than-temporary impairments of $1.1 million on one of our non-marketable equity investments. During fiscal year 2024, the Company recorded other-than-temporary impairments of $2.6 million on certain non-marketable equity investments and AFS debt securities. Credit loss reserves related to the Company’s available-for-sale debt securities and held-to-maturity debt securities with maturities within one year were included in "Other current assets" and with maturities greater than one year were included in "Other assets" in the Balance Sheets.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 23, 2026 | Showing above |
| 2025 | Mar 25, 2025 | |
| 2024 | Mar 28, 2024 | |
| 2023 | Mar 30, 2023 | |
| 2022 | Mar 16, 2022 | |
| 2021 | Mar 24, 2021 | |
| 2020 | Mar 20, 2020 | |
| 2019 | Mar 21, 2019 | |
| 2018 | Mar 22, 2018 | |
| 2017 | Mar 23, 2017 | |
| 2016 | Mar 31, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.