Business Context and Reporting Period
This Form 8-K filing by Amkor Technology, Inc. (AMKR) reports a significant corporate event dated February 12, 2026. The filing details a secondary offering of common stock by a major stockholder rather than a primary capital raise by the company.
Key Financial Metrics and Transaction Details
- Transaction Type: Secondary offering of 10,000,000 shares of Common Stock.
- Selling Stockholder: 915 Investments, LP, an investment vehicle for the family of Susan Y. Kim, Chairman of the Board.
- Underwriter: Goldman Sachs & Co. LLC.
- Offering Price: $48.75 per share.
- Over-Allotment Option: The underwriter holds a 30-day option to purchase up to an additional 1,500,000 shares.
- Company Proceeds: The filing does not indicate that Amkor Technology, Inc. will receive proceeds from this sale, as it is a transaction by a selling stockholder.
Material Changes and Agreements
The filing discloses several material agreements entered into in connection with the offering:
- Lock-Up Agreement: The Selling Stockholder has agreed not to sell or transfer any remaining shares of Common Stock for 180 days following the date of the final prospectus.
- Clear Market Provision: Amkor Technology, Inc. has agreed not to offer or sell shares of Common Stock for 75 days after the date of the final prospectus, subject to certain exceptions.
- Registration Statement: The offering is conducted pursuant to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-279042).
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on operational outlook, or specific risk factors beyond the standard representations and warranties contained in the Underwriting Agreement. The document notes that the representations and warranties were made solely for the benefit of the parties to the agreement and may be subject to limitations.
Key Facts for Investor Verification
- Verify the total number of shares outstanding post-transaction to assess dilution impact on existing shareholders.
- Confirm the remaining shareholding percentage of 915 Investments, LP after the sale of 10,000,000 shares.
- Monitor the exercise of the 1,500,000 share over-allotment option within the 30-day window.
- Review the 75-day clear market provision to understand restrictions on future company share issuances.
- Note that the company receives no direct capital from this specific transaction.