Semtech (SMTC) CFO sells 974 shares after RSU exercise

Rhea-AI Filing Summary

Semtech EVP and CFO Mark Lin exercised restricted stock units and sold shares in a pre-planned transaction. On April 1, 2026, he converted 3,164 restricted stock units into the same number of common shares. Of these, 1,557 shares were withheld to cover tax obligations at $76.89 per share and 974 shares were sold in the open market at $78.42 per share.

The transactions were executed under a Rule 10b5-1 trading plan adopted by Lin, indicating they were pre-scheduled. After these movements, he directly held 33,343 shares of Semtech common stock.

Insider Trade Summary 10b5-1

Net Seller: 974 shares ($76,381)

Net Sell 4 txns

Insider Lin Mark

Role EVP and CFO

Sold 974 shs ($76K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,164	$0.00	--
Exercise	Common Stock	3,164	$0.00	--
Tax Withholding	Common Stock	1,557	$76.89	$120K
Sale	Common Stock	974	$78.42	$76K

Holdings After Transaction: Restricted Stock Unit — 6,329 shares (Direct); Common Stock — 35,874 shares (Direct)

Footnotes (1)

1. This transaction is pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lin on June 23, 2025. Each stock unit represents the contingent right to receive one share of Semtech common stock. One third of this grant vests on October 2, 2024 and the remainder of this grant vests in eight quarterly installments beginning on January 2, 2025.

Key Figures

RSUs exercised: 3,164 units Shares withheld for taxes: 1,557 shares at $76.89 Shares sold: 974 shares at $78.42 +1 more

4 metrics

RSUs exercised 3,164 units Restricted stock units converted to common stock on April 1, 2026

Shares withheld for taxes 1,557 shares at $76.89 Tax-withholding disposition related to RSU vesting

Shares sold 974 shares at $78.42 Open-market sale on April 1, 2026

Shares held after transactions 33,343 shares Direct ownership by Mark Lin following all reported trades

Key Terms

Restricted Stock Unit, Rule 10b5-1 trading plan, tax-withholding disposition, open-market sale

4 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit""

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Rule 10b5-1 trading plan regulatory

"This transaction is pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lin"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 CALIFORNIA 93012-8790

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		M		3,164	A	$0	35,874	D
Common Stock	04/01/2026		F		1,557	D	$76.89	34,317	D
Common Stock	04/01/2026		S(1)		974	D	$78.42	33,343	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	(2)	04/01/2026		M			3,164	(3)	(3)	Common Stock	3,164	$0	6,329	D

Explanation of Responses:

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

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

3. One third of this grant vests on October 2, 2024 and the remainder of this grant vests in eight quarterly installments beginning on January 2, 2025.

Remarks:

	/s/Mark Lin	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Semtech CFO Mark Lin exercised 3,164 restricted stock units into common shares, then had 1,557 shares withheld for taxes and sold 974 shares in the open market. These transactions were executed under a pre-arranged Rule 10b5-1 trading plan he previously adopted.

How many Semtech (SMTC) shares did the CFO sell and at what price?

Mark Lin sold 974 shares of Semtech common stock at $78.42 per share. This open-market transaction followed the vesting and conversion of restricted stock units and occurred on April 1, 2026, as part of a broader, largely routine compensation-related equity transaction.

How many Semtech (SMTC) shares were withheld for the CFO’s taxes?

A total of 1,557 Semtech common shares were withheld to satisfy tax obligations related to the vesting of restricted stock units. The shares were valued at $76.89 each for this tax-withholding disposition, which is a non-market event handled directly through the company’s equity compensation processes.

How many Semtech (SMTC) shares does the CFO own after these transactions?

Following the April 1, 2026 transactions, Mark Lin directly holds 33,343 shares of Semtech common stock. This figure reflects the net result after exercising 3,164 restricted stock units, having 1,557 shares withheld for taxes, and selling 974 shares in an open-market transaction disclosed in the filing.

Were Semtech (SMTC) CFO Mark Lin’s share sales pre-planned?

Yes. The filing notes the transaction was executed under a Rule 10b5-1 trading plan adopted by Mark Lin on June 23, 2025. Such plans pre-schedule trades in advance, which typically makes the timing less informative about the insider’s current view of the stock.

What type of equity award did the Semtech (SMTC) CFO exercise?

He exercised restricted stock units, which convert into common shares when they vest. Each unit represented the right to receive one Semtech common share, and 3,164 units vested and converted on April 1, 2026, triggering the related tax-withholding and partial share sale transactions.