The transaction is closed and the financial impact is now embedded in Lattice's results. Monitor the Q3 2026 earnings for actual combined revenue, margin trajectory, and whether the $551M in acquired intangibles and $1.05B in goodwill produce any impairment risk if integration or revenue growth disappoints. The $925M term loan adds significant leverage — watch debt service coverage and any early repayment plans.
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Executive Summary
This 8-K/A amends Lattice Semiconductor's original 8-K to file the historical audited (FY2025) and unaudited (H1 2026) financial statements of AMI TopCo, Inc., which Lattice acquired on July 27, 2026 for total consideration of approximately $1.6 billion ($1B cash + ~5.2M shares). The filing also includes unaudited pro forma combined financials showing the acquisition would have produced a pro forma net loss of $102.6M for FY2025 and $2.1M for H1 2026, driven by incremental amortization of $551M in newly recognized intangibles and interest on $925M in new debt. The transaction is already closed — this amendment is a procedural filing to satisfy SEC requirements for financial statements of the acquired business.
Key Facts
- Lattice completed its acquisition of AMI TopCo, Inc. on July 27, 2026 for total consideration of approximately $1.6 billion.
- Consideration consisted of approximately $1 billion in cash and approximately 5.2 million shares of Lattice common stock and restricted stock units.
- Lattice borrowed $925 million under a delayed draw term loan facility to fund the cash consideration and refinance AMI's debt.
- AMI's outstanding debt of $272.2 million with Bain Capital Credit LP was repaid at closing.
- Pro forma combined net loss for the year ended January 3, 2026 was $(102.6) million, compared to Lattice standalone net income of $3.1 million.
- Pro forma combined net loss for the six months ended July 4, 2026 was $(2.1) million, compared to Lattice standalone net income of $41.2 million.
- Preliminary purchase price allocation recorded $551 million in identifiable intangible assets (tradename $37M, developed technology $258M, customer relationships $256M) and $1,051.9 million in goodwill.
- Incremental amortization from the new intangibles is $26.3 million for FY2025 and $13.3 million for H1 2026.
- Interest expense on the new $925M term loan is $53.3 million for FY2025 and $25.9 million for H1 2026.
- AMI's FY2025 (Successor period) revenue was $194.7 million with a net loss of $14.0 million.
- AMI's H1 2026 revenue was $102.3 million with a net loss of $4.7 million.
- The filing is an amendment to provide financial statements that were omitted from the original 8-K; the transaction closed on July 27, 2026.
Financial Impact
The acquisition adds ~$195M in annual revenue (AMI FY2025) but produces pro forma net losses of $102.6M (FY2025) and $2.1M (H1 2026) due to $26.3M incremental amortization and $53.3M incremental interest. Total consideration was ~$1.6B, funded by $925M in new debt and ~5.2M shares.
Risk Factors
- Pro forma net losses indicate significant earnings dilution from incremental amortization ($26.3M/year) and interest ($53.3M/year) that may persist for several years.
- Goodwill of $1.05B and intangibles of $551M create material impairment risk if combined revenue or growth falls short of projections.
- The $925M term loan increases Lattice's leverage substantially; interest expense is variable (SOFR + 1.75%) and could rise with rate increases.
- Integration risk: combining two distinct corporate cultures and operations may disrupt customer relationships or delay expected synergies.
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K/A Filing (Primary) | 0001193125-26-420671 |
| Document: d116673dex992.htm | 0001193125-26-420671 |
| Document: d116673dex993.htm | 0001193125-26-420671 |
| Document: d116673d8ka.htm | 0001193125-26-420671 |
| Document: d116673dex231.htm | 0001193125-26-420671 |
| Document: 0001193125-26-420671-index-headers.html | 0001193125-26-420671 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | 8-K | $96.40 | awaiting T+5 | — | $98.37 (+2.04%) |
Oct 13, 2026 13d ago | S-3ASR | $115.00 $107.79 | ▼ −6.27% | ▼ −6.72% | $98.37 (−14.46%) |
Oct 13, 2026 13d ago | 8-K/A | $115.00 $107.79 | ▼ −6.27% | ▼ −6.72% | $98.37 (−14.46%) |
Aug 19, 2026 9w ago | Insider Cluster | $117.68 $119.34 | ▲ +1.41% | ▲ +1.80% | $98.37 (−16.41%) |
Jun 30, 2026 16w ago | 8-K | $146.30 $130.60 | ▼ −10.73% | ▼ −10.99% | $98.37 (−32.76%) |
Jun 12, 2026 19w ago | Institutional Cluster | $144.53 $153.72 | ▲ +6.36% | ▲ +5.69% | $98.37 (−31.94%) |
Jun 5, 2026 20w ago | Insider Cluster | $135.57 $144.53 | ▲ +6.61% | ▲ +6.04% | $98.37 (−27.44%) |
May 4, 2026 25w ago | 8-K | $122.27 $128.96 | ▲ +5.47% | ▲ +3.49% | $98.37 (−19.55%) |
Mar 18, 2026 31w ago | DEFA14A | $94.92 $94.92 | · 0.00% | ▲ +2.21% | $98.37 (+3.63%) |
Mar 9, 2026 33w ago | Insider Cluster | $90.63 $89.92 | ▼ −0.78% | ▲ +0.57% | $98.37 (+8.54%) |
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