Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 17, 2026, Magnachip Semiconductor Corporation (the "Company") entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley Securities, Inc. (the "Sales Agent"), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, par value $0.01 per share (the "Shares") having an aggregate offering price of up to $50,000,000 through the Sales Agent, acting as its agent, or directly to the Sales Agent, acting as principal.

The Company currently intends to use any net proceeds from sales of the Shares under the Sales Agreement for general corporate purposes, which may include investments in strategic growth initiatives and technologies that support AI data centers and robotics.

The offer and sale of the Shares will be made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-296756), which the Company filed with the U.S. Securities and Exchange Commission (the "SEC") on June 12, 2026 and which was declared effective on June 16, 2026, the base prospectus included therein, and a related prospectus supplement, which the Company filed with the SEC on June 17, 2026. An opinion of Goodwin Procter LLP with respect to the validity of Shares that may be issued and sold pursuant to the Sales Agreement under the prospectus supplement and the related base prospectus is filed herewith as Exhibit 5.1.

The Company is not obligated to sell any Shares pursuant to the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent has agreed to use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell Shares from time to time in accordance with the Company's instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.

The Sales Agreement may be terminated for any reason, at any time, by either the Company or the Sales Agent upon written notice to the other party.

The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.