SMTC CFO reports RSU settlement and sales; 17,844 shares held

Rhea-AI Filing Summary

Semtech (SMTC) EVP and CFO Mark Lin reported routine equity transactions. On 10/01/2025, 3,164 common shares were acquired upon RSU settlement, followed by 1,560 shares withheld at $71.45 for taxes. On 10/03/2025, open‑market sales occurred at weighted average prices of $72.0734, $73.2663, and $73.9214. After these moves, he directly beneficially owned 17,844 common shares. Each RSU represents one share; one third of the grant vested on October 2, 2024, with the remainder vesting in eight quarterly installments beginning January 2, 2025.

Insights

Equity compensation analyst

Routine RSU vesting with small follow-on sales; neutral.

Mark Lin converted 3,164 RSUs into common stock on 10/01/2025 and satisfied taxes via share withholding of 1,560 at $71.45. Subsequent open‑market sales posted weighted averages of $72.0734, $73.2663, and $73.9214.

The filing lists direct beneficial ownership at 17,844 shares after these transactions. The RSU award vests one third on Oct 2, 2024 with the balance in eight quarterly installments starting Jan 2, 2025.

These are standard equity compensation mechanics; actual market impact depends on holder decisions and volumes disclosed in trade detail.

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 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)
10/01/2025

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	10/01/2025		M		3,164	A	$0	20,375	D
Common Stock	10/01/2025		F		1,560	D	$71.45	18,815	D
Common Stock	10/03/2025		S		386	D	$72.0734(1)	18,429	D
Common Stock	10/03/2025		S		536	D	$73.2663(2)	17,893	D
Common Stock	10/03/2025		S		49	D	$73.9214(3)	17,844	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	(4)	10/01/2025		M			3,164	(5)	(5)	Common Stock	3,164	$0	12,657	D

Explanation of Responses:

1. The price represents the weighted average of these sales. The prices ranged from $71.695 to $72.675. Price and share details are available upon request.

2. The price represents the weighted average of these sales. The prices ranged from $72.845 to $73.79. Price and share details are available upon request.

3. The price represents the weighted average of these sales. The prices ranged from $73.92 to $73.99. Price and share details are available upon request.

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

5. 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 by Jeffrey Gutierrez under Power of Attorney dated October 6, 2023 (Copy On File)	10/03/2025
	** 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 on Form 4?

He reported RSU settlement of 3,164 shares on 10/01/2025, tax withholding of 1,560 shares at $71.45, and sales on 10/03/2025 at weighted average prices.

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

Following the reported transactions, he directly beneficially owned 17,844 common shares.

At what prices were the Semtech (SMTC) shares sold?

Weighted average sale prices were $72.0734, $73.2663, and $73.9214. The filing notes full price and share details are available upon request.

What do the RSUs reported by Semtech (SMTC) CFO represent?

Each RSU represents the right to receive one share of Semtech common stock.

What is the vesting schedule for the reported Semtech (SMTC) RSUs?

One third vested on October 2, 2024, with the remainder vesting in eight quarterly installments beginning January 2, 2025.

What role does the reporting person hold at Semtech (SMTC)?

He is the company’s EVP and CFO.