Was Semtech (SMTC) CFO Mark Lin’s share sale part of a Rule 10b5-1 plan?

Yes. A footnote explains that the reported share sale was executed under a Rule 10b5-1 trading plan adopted by Mark Lin on June 23, 2025. Such pre-arranged plans automate trades, reducing the significance of trade timing decisions.

Semtech (SMTC) CFO Lin exercises 3,164 RSUs and sells 970 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Semtech EVP and CFO Mark Lin exercised 3,164 restricted stock units into common stock and completed related tax withholding and sale transactions on July 1, 2026. Of the vested shares, 1,561 were disposed of to cover tax obligations and 970 were sold in an open-market trade at $150.405 per share. Following these transactions, Lin directly holds 34,896 shares of Semtech common stock. The filing notes that the sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on June 23, 2025.

Insider Trade Summary 10b5-1

Net Seller: 970 shares ($145,893)

Net Sell 4 txns

Insider Lin Mark

Role EVP and CFO

Sold 970 shs ($146K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,164	$0.00	--
Exercise	Common Stock	3,164	$0.00	--
Tax Withholding	Common Stock	1,561	$161.85	$253K
Sale	Common Stock	970	$150.405	$146K

Holdings After Transaction: Restricted Stock Unit — 3,165 shares (Direct, null); Common Stock — 37,427 shares (Direct, null)

Footnotes (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 vested on October 2, 2024 and the remainder of this grant vests in eight quarterly installments beginning on January 2, 2025.

Key Figures

Open-market sale: 970 shares at $150.405 RSUs exercised: 3,164 shares Tax-withholding shares: 1,561 shares +2 more

5 metrics

Open-market sale 970 shares at $150.405 Common stock sold on July 1, 2026

RSUs exercised 3,164 shares Restricted stock units converted to common stock

Tax-withholding shares 1,561 shares Shares delivered to cover tax obligations

Shares held after transactions 34,896 shares Direct common stock ownership after July 1, 2026

Exercise-related transactions 1 derivative exercise Exercise of derivative security tied to RSUs

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Unit, tax-withholding disposition, derivative exercise/conversion, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

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

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.

Restricted Stock Unit financial

"Restricted Stock Unit, transaction code M, underlying security title Common Stock."

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.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition, transaction_code F."

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.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion, transaction_code M."

open-market sale financial

"transaction_action: open-market sale, transaction_code S."

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 05:14 PM Accepted by SEC EDGAR 07/06/2026 - 05:14 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)
07/01/2026

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)
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	07/01/2026		M		3,164	A	$0	37,427	D
Common Stock	07/01/2026		F		1,561	D	$161.85	35,866	D
Common Stock	07/01/2026		S⁽¹⁾		970	D	$150.405	34,896	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)
Restricted Stock Unit	⁽²⁾	07/01/2026		M			3,164	⁽³⁾	⁽³⁾	Common Stock	3,164	$0	3,165	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	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Semtech (SMTC) CFO Mark Lin report on July 1, 2026?

Semtech CFO Mark Lin reported exercising 3,164 restricted stock units, with 1,561 shares withheld for taxes and 970 shares sold in the open market. These actions reflect routine equity compensation events and related liquidity management disclosed in a Form 4 filing.

How many Semtech (SMTC) shares does CFO Mark Lin hold after the latest Form 4?

After the reported transactions, Mark Lin directly holds 34,896 shares of Semtech common stock. This figure comes after exercising restricted stock units, disposing of shares for tax obligations, and selling 970 shares in the open market on July 1, 2026.

At what price did Semtech (SMTC) CFO Mark Lin sell shares in the latest Form 4?

Mark Lin sold 970 shares of Semtech common stock at an average price of $150.405 per share. The sale occurred on July 1, 2026, as part of the transactions disclosed in his Form 4 insider trading report with the SEC.

What does the tax-withholding disposition in Semtech (SMTC) CFO Mark Lin’s filing mean?

The Form 4 shows 1,561 shares classified as a tax-withholding disposition. This means shares were delivered to satisfy tax liabilities arising from the vesting and exercise of 3,164 restricted stock units, rather than being sold in an open-market transaction.

What are the restricted stock units mentioned in Semtech (SMTC) CFO Mark Lin’s Form 4?

The filing describes restricted stock units where each unit represents the right to receive one share of Semtech common stock. One third of the grant vested on October 2, 2024, with the remaining units vesting in eight quarterly installments beginning January 2, 2025.