8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 30, 2023

Lattice Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-18032	93-0835214
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5555 NE Moore Court

Hillsboro, Oregon 97124

(Address of principal executive offices, including zip code)

(503) 268-8000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	LSCC	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 8.01. Other Events.

On November 30, 2023, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) authorized a $250 million share purchase (the “Repurchase Program”). This authorization allows the Company to repurchase shares of its common stock until December 28, 2024.

A copy of the Company’s press release announcing the Repurchase Program is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished herewith:

Exhibit No.	Description
99.1	Press release issued by Lattice Semiconductor Corporation dated November 30, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LATTICE SEMICONDUCTOR CORPORATION
		By:	/s/ Tracy Feanny
Date:	November 30, 2023		Tracy Feanny Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Lattice Semiconductor Corporation dated November 30, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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EX-99.1

Exhibit 99.1

MEDIA CONTACT:	INVESTOR CONTACT:
Sophia Hong	Rick Muscha
Lattice Semiconductor Corporation	Lattice Semiconductor Corporation
503-268-8786	408-826-6000
Sophia.Hong@latticesemi.com	Rick.Muscha@latticesemi.com

LATTICE SEMICONDUCTOR EXPANDS STOCK REPURCHASE PROGRAM

WITH NEW $250 Million Authorization

HILLSBORO, OR – Nov. 30, 2023 - Lattice Semiconductor (NASDAQ: LSCC), the low power programmable leader, today announced that its Board of Directors authorized the Company to repurchase up to an additional $250 million of its outstanding common stock through the end of December 2024. During the fourth quarter of 2023, the Company repurchased $50 million or approximately 900,000 shares. The Company has repurchased a total of approximately 4.8 million shares since the fourth quarter of 2020 thereby reducing dilution by 3.4%.

Sherri Luther, Chief Financial Officer, said, "With our recent share repurchase in the fourth quarter of 2023, we have executed on our thirteenth consecutive quarter of share buybacks. This latest share repurchase program expansion that we are announcing today is an important component of our capital allocation program and reflects the financial strength of our business, confidence in our long-term financial model, and continued commitment to delivering shareholder value.”

The repurchase program expansion is effective immediately. Under the program, Lattice may purchase shares of its common stock through open market and privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under this program will depend on market conditions, share price, corporate and regulatory considerations, and other factors. The Company intends to conduct the program in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The repurchase program may be suspended or discontinued by the Company at any time without prior notice.

Forward-Looking Statements Notice:

The foregoing paragraphs contain forward-looking statements that involve estimates, assumptions, risks and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Such forward-looking statements include, but are not limited to, statements relating to: the amount of our outstanding capital stock we plan to or will purchase under the repurchase program and the timing and methods to execute such repurchases, the financial strength of the Company’s business, and the Company’s ability to deliver value to stockholders.

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Other forward-looking statements may be indicated by words such as “will,” “could,” “should,” “would,” “may,” “expect,” “plan,” “project,” “anticipate,” “intend,” “forecast,” “future,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Actual results may differ materially from our expectations and are subject to risks and uncertainties that relate more broadly to our overall business, including those risks more fully described in Lattice’s filings with the SEC including its Annual Report on Form 10-K for the fiscal year ended January 1, 2023, and Lattice’s quarterly reports filed on Form 10-Q. Lattice believes these and other risks and uncertainties could cause actual results to differ materially from the forward-looking statements. You should not unduly rely on forward-looking statements because actual results could differ materially from those expressed in any forward-looking statements. In addition, any forward-looking statement applies only as of the date on which it is made. The Company does not intend to update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About Lattice Semiconductor Corporation:

Lattice Semiconductor (NASDAQ: LSCC) is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing communications, computing, industrial, automotive, and consumer markets. Our technology, long-standing relationships, and commitment to world-class support let our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.

For more information about Lattice, please visit www.latticesemi.com. You can also follow us via LinkedIn, Twitter, Facebook, YouTube, WeChat, or Weibo.

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XML

Document And Entity Information	Nov. 30, 2023
Document Information [Line Items]
Entity, Registrant Name	Lattice Semiconductor Corporation
Document, Type	8-K
Document, Period End Date	Nov. 30, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-18032
Entity, Tax Identification Number	93-0835214
Entity, Address, Address Line One	5555 NE Moore Court
Entity, Address, City or Town	Hillsboro
Entity, Address, State or Province	OR
Entity, Address, Postal Zip Code	97124
City Area Code	503
Local Phone Number	268-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LSCC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000855658