Semtech (SMTC) CFO sells shares after RSU vesting under 10b5-1 plan

Rhea-AI Filing Summary

Semtech EVP and CFO Mark Lin reported a mix of equity awards, vesting and share sales. On March 10, 2026, performance-based restricted stock units from Semtech’s fiscal 2024 program vested, converting 9,393 stock units into the same number of common shares, while 10,998 shares were withheld to cover tax obligations at prices around $85–$88 per share. He also received new grants of 12,658 common shares and 15,552 restricted stock units, which vest over multi‑year schedules. On March 10 and 11, 2026, Lin sold a total of 6,642 shares of common stock in open‑market transactions at prices near $85–$87 per share pursuant to a pre‑arranged Rule 10b5‑1 trading plan. After these transactions, he directly owns 26,536 shares of Semtech common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lin Mark

(Last) (First) (Middle)

200 FLYNN RD.

(Street)

CAMARILLO CA 93012-8790

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEMTECH CORP [ SMTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2026		M		9,393	A	$0	31,518	D
Common Stock	03/10/2026		F		4,780	D	$85.14	26,738	D
Common Stock(1)	03/10/2026		A		12,658	A	$0	39,396	D
Common Stock	03/10/2026		F		6,218	D	$87.58	33,178	D
Common Stock	03/10/2026		S(2)		2,734	D	$85.27	30,444	D
Common Stock	03/11/2026		S(2)		3,908	D	$87.24	26,536	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	03/10/2026		M			9,393	(4)	(4)	Common Stock	9,393	$0	18,788	D
Restricted Stock Unit	(3)	03/10/2026		A		15,552		(5)	(5)	Common Stock	15,552	$0	15,552	D

Explanation of Responses:

1. The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2024 that are eligible to vest based on Semtech's relative total stockholder return over a period of one, two and three years. This transaction represents the payment and vesting of the awards with respect to the third year in the performance period.

2. This transaction is pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lin on June 23, 2025.

3. Each stock unit represents the contingent right to receive one share of Semtech common stock.

4. One third of this grant vests on March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.

5. One third of this grant vests on March 10, 2027 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2027.

Remarks:

	/s/Mark Lin	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Semtech (SMTC) CFO Mark Lin report in this Form 4?

Mark Lin reported RSU vesting, new equity grants, tax-related share withholdings, and open-market sales. The activity reflects routine compensation events combined with pre-planned stock sales under a Rule 10b5-1 trading plan, while he continues to hold a meaningful common stock position.

How many Semtech shares did CFO Mark Lin sell and at what prices?

Mark Lin sold 2,734 shares on March 10 and 3,908 shares on March 11, totaling 6,642 shares. The open-market sales occurred at prices around $85.27 and $87.24 per share, executed under a pre-arranged Rule 10b5-1 trading plan.

What equity awards and RSU vesting did Semtech CFO Mark Lin receive?

Lin had 9,393 performance stock units vest, each converting into one share of Semtech common stock. He also received grants of 12,658 common shares and 15,552 restricted stock units, with portions scheduled to vest on March 10, 2026 and March 10, 2027, plus subsequent quarterly installments.

How many Semtech shares were withheld for taxes in Mark Lin’s transactions?

A total of 10,998 Semtech common shares were withheld to satisfy tax obligations tied to equity vesting. These consisted of 4,780 shares at $85.14 per share and 6,218 shares at $87.58 per share, reflecting non-market dispositions rather than discretionary open-market sales.

Does Semtech CFO Mark Lin still hold Semtech stock after these transactions?

Yes. After the reported vesting, grants, tax withholdings, and sales, Mark Lin directly owns 26,536 shares of Semtech common stock. He also holds newly granted restricted stock units that are scheduled to vest over future dates, subject to their stated vesting schedules.

Were Mark Lin’s Semtech share sales made under a Rule 10b5-1 plan?

Yes. A footnote states that the transactions were made pursuant to a Rule 10b5-1 trading plan adopted by Mark Lin on June 23, 2025. Such plans pre-schedule trades, indicating the timing of these sales was determined in advance rather than opportunistic.