Silicon Motion Announces Closing of Upsized Offering of $1,150,000,000 of 0.00% Convertible Senior Notes due 2031

Silicon Motion Technology Corp., a reference in designing and marketing NAND flash controllers for solid-state storage devices, announced the closing of $1,150,000,000 aggregate principal amount of its 0.00% Convertible Senior Notes due 2031, including the exercise in full of the option granted to the initial purchasers to purchase an additional $150,000,000 aggregate principal amount of Notes.The Notes were issued in a private offering to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended.

“This milestone transaction was oversubscribed and attracted broad institutional support and enabled the company to upsize the offering from the initial $800 million target to $1.15 billion, on pricing terms among the most favorable for a semiconductor issuer in the convertible bond market. The transaction strengthens the company’s balance sheet and furnishes the capital required we expect to accelerate growth in our rapidly expanding Enterprise Boot Drive Storage and Ferri for Automotive and Physical AI solutions businesses. Demand for our solutions products continues to expand, and collectively they now represent nearly 30% of our revenue in the second quarter, compared with less than 5% one year ago. With this new $1.15 billion facility at 0%, we believe that we can secure the components needed to support multiple ramps, hold shareholder dilution to a minimum, and convert the growing momentum into profitability and strong cash flow,” said Wallace Kou, president and CEO, Silicon Motion.

The Notes will mature on August 15, 2031, unless earlier repurchased, redeemed or converted. The initial conversion price of the Notes is approximately $380.50 per American depositary share of Silicon Motion (each, a “ADS” and collectively, the “ADSs”), each representing four ordinary shares of Silicon Motion, par value $0.01 per share. The initial conversion price represents a premium of approximately 65.0% over the last reported sale price of $230.61 per ADS on the Nasdaq Global Select Market on August 10, 2026. The conversion price will be subject to adjustment upon the occurrence of certain events.

The net proceeds from the issuance of the Notes were $1,127 million, after deducting the initial purchasers’ discounts but before deducting estimated offering expenses payable by Silicon Motion. Silicon Motion intends to use the net proceeds from this offering for general corporate purposes and to repay amounts outstanding under its credit agreement. Pending the use of the net proceeds from this offering as described above, Silicon Motion may invest the net proceeds in short-term, investment grade, interest-bearing securities.

Silicon Motion will settle each conversion by paying the principal amount (or, if less, the conversion value) of the Notes in cash, and any conversion value in excess of the principal amount will be settled in cash, ADSs, or any combination thereof, at Silicon Motion’s election.