Semtech (NASDAQ: SMTC) CFO trades shares after PSU vesting

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Semtech EVP and CFO Mark Lin reported a mix of equity awards, tax-related share dispositions, and a small open‑market sale of common stock. On March 23, 2026, performance stock units granted in prior fiscal years 2024, 2025, and 2026 vested, delivering 9,394, 13,736, and 7,740 shares of common stock as performance and service conditions were met.

On the same date, Lin had 4,780 and 6,882 shares withheld at $76.52 per share to cover tax obligations and 3,848 shares disposed to the issuer. On March 24, 2026, he executed an open‑market sale of 9,186 shares at an average price of $75.05 per share under a pre‑arranged Rule 10b5‑1 trading plan. After these transactions, he directly holds 32,710 shares of Semtech common stock.

Insider Trade Summary 10b5-1

Net Seller: 9,186 shares ($689,409)

Net Sell 7 txns

Insider Lin Mark

Role EVP and CFO

Sold 9,186 shs ($689K)

Type	Security	Shares	Price	Value
Sale	Common Stock	9,186	$75.05	$689K
Grant/Award	Common Stock	9,394	$0.00	--
Tax Withholding	Common Stock	4,780	$76.52	$366K
Grant/Award	Common Stock	13,736	$0.00	--
Tax Withholding	Common Stock	6,882	$76.52	$527K
Grant/Award	Common Stock	7,740	$0.00	--
Disposition	Common Stock	3,848	$76.52	$294K

Holdings After Transaction: Common Stock — 32,710 shares (Direct)

Footnotes (1)

The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2026 that are eligible to vest based on Semtech's attainment of pre-established revenue and non-GAAP operating income targets over a period of one, two, and three years, Semtech's relative total stockholder return over a period of three years, and the satisfaction of a service condition. The transaction represents the vesting and payment of the award with respect to the first year in the performance period. The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2025 that are eligible to vest based on Semtech's attainment of pre-established revenue and non-GAAP operating income targets over a period of one, two, and three years, Semtech's relative total stockholder return over a period of three years, and the satisfaction of a service condition. The transaction represents the vesting and payment of the award with respect to the second year in the performance period. 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 attainment of pre-established revenue and non-GAAP operating income targets 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. This transaction is pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lin on June 23, 2025.

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Form 4 Insider Transactions: What Each Field Means →

03/25/2026 - 04:04 PM

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).

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)
03/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/23/2026		A		9,394	A	$0	35,930	D
Common Stock	03/23/2026		F		4,780	D	$76.52	31,150	D
Common Stock⁽²⁾	03/23/2026		A		13,736	A	$0	44,886	D
Common Stock	03/23/2026		F		6,882	D	$76.52	38,004	D
Common Stock⁽³⁾	03/23/2026		A		7,740	A	$0	45,744	D
Common Stock	03/23/2026		D		3,848	D	$76.52	41,896	D
Common Stock	03/24/2026		S⁽⁴⁾		9,186	D	$75.05	32,710	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2026 that are eligible to vest based on Semtech's attainment of pre-established revenue and non-GAAP operating income targets over a period of one, two, and three years, Semtech's relative total stockholder return over a period of three years, and the satisfaction of a service condition. The transaction represents the vesting and payment of the award with respect to the first year in the performance period.

2. The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2025 that are eligible to vest based on Semtech's attainment of pre-established revenue and non-GAAP operating income targets over a period of one, two, and three years, Semtech's relative total stockholder return over a period of three years, and the satisfaction of a service condition. The transaction represents the vesting and payment of the award with respect to the second year in the performance period.

3. 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 attainment of pre-established revenue and non-GAAP operating income targets 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.

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

Remarks:

	/s/Mark Lin	03/25/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Semtech (SMTC) CFO Mark Lin report?

Mark Lin reported vested stock awards, tax-related dispositions, and a small open‑market sale. Performance stock units vested into multiple common stock grants, some shares were withheld or returned for taxes, and 9,186 shares were sold in the open market under a Rule 10b5‑1 plan.

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

The CFO sold 9,186 Semtech common shares at an average price of $75.05. This open‑market transaction occurred on March 24, 2026 and was executed under a pre‑arranged Rule 10b5‑1 trading plan, indicating the sale was scheduled in advance.

What equity awards vested for Semtech (SMTC) CFO in this filing?

Three performance stock unit grants vested into common shares. Awards granted in fiscal years 2024, 2025, and 2026 paid out 9,394, 13,736, and 7,740 shares respectively, based on revenue, non‑GAAP operating income, relative total shareholder return, and service conditions over multi‑year performance periods.

Were any Semtech (SMTC) shares withheld for taxes in the CFO’s transactions?

Yes, a total of 11,662 shares were withheld to cover tax obligations. Two separate tax-withholding dispositions involved 4,780 and 6,882 shares, each valued at $76.52 per share, reflecting non‑market, mechanical transactions tied to the vesting of performance stock units.

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

After all reported transactions, the CFO directly holds 32,710 Semtech shares. This figure reflects the net result of vested awards, tax-withholding dispositions, an issuer disposition of 3,848 shares, and the 9,186‑share open‑market sale completed under a Rule 10b5‑1 plan.

What performance conditions were tied to Semtech (SMTC) CFO’s stock units?

The performance stock units were tied to multiple financial and market metrics. Vesting depended on pre‑established revenue and non‑GAAP operating income targets over one‑ to three‑year periods, Semtech’s relative total stockholder return over three years, and satisfaction of an ongoing service requirement.