Semtech (SMTC) CFO Lin sells shares under 10b5-1 trading plan filing

Rhea-AI Filing Summary

Semtech EVP and CFO Mark Lin reported several equity transactions in early January 2026. On January 2, 2026, 3,164 shares of common stock were issued at an exercise price of $0 upon the vesting of restricted stock units, increasing his directly held common shares to 21,008. That same day, 1,198 of those shares were withheld and disposed of at $73.69 per share to cover tax obligations, leaving 19,810 common shares directly owned.

On January 5, 2026, Lin sold 1,333 shares of Semtech common stock at $76.20 per share in an open-market transaction, reducing his direct common stock holdings to 18,477 shares. The sale was made under a Rule 10b5-1 trading plan adopted on June 23, 2025. Following these transactions, he also directly holds 9,493 restricted stock units, each representing the right to receive one share of Semtech common stock, with one-third having vested on October 2, 2024 and the remainder vesting in eight quarterly installments beginning January 2, 2025.

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
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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)
01/02/2026

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	01/02/2026		M		3,164	A	$0	21,008	D
Common Stock	01/02/2026		F		1,198	D	$73.69	19,810	D
Common Stock	01/05/2026		S(1)		1,333	D	$76.2	18,477	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)	01/02/2026		M			3,164	(3)	(3)	Common Stock	3,164	$0	9,493	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 vested on October 2, 2024 and the remainder of this grant vests in eight quarterly installments beginning on January 2, 2025.

Remarks:

	/s/Mark Lin	01/06/2026
	** 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 insider activity did Semtech (SMTC) report for CFO Mark Lin?

Semtech EVP and CFO Mark Lin reported vesting of restricted stock units into 3,164 common shares on January 2, 2026, tax-related share withholding, and an open-market sale of 1,333 common shares on January 5, 2026.

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

On January 5, 2026, Mark Lin sold 1,333 shares of Semtech common stock at a price of $76.20 per share.

Was the Semtech CFO stock sale made under a Rule 10b5-1 plan?

Yes. The sale reported with transaction code S was made pursuant to a Rule 10b5-1 trading plan that Mark Lin adopted on June 23, 2025, as noted in the footnotes.

How many Semtech shares does CFO Mark Lin own after these transactions?

After the reported transactions, Mark Lin directly owns 18,477 shares of Semtech common stock, according to the Form 4 table.

What restricted stock unit (RSU) holdings does the Semtech CFO report?

Following the RSU-related transaction, Mark Lin directly holds 9,493 restricted stock units, each representing the right to receive one share of Semtech common stock, subject to the vesting schedule described in the footnotes.

How are Mark Lin’s Semtech RSUs scheduled to vest?

According to the disclosure, one third of the RSU grant vested on October 2, 2024, and the remaining portion vests in eight quarterly installments beginning on January 2, 2025.

Why were some Semtech shares withheld in the CFOs Form 4 filing?

The transaction coded F shows that 1,198 shares were disposed of at $73.69 per share on January 2, 2026, which reflects shares withheld to satisfy tax obligations related to the RSU vesting.