Semtech (SMTC) CFO Lin sells 6,582 shares, converts 18,242 RSUs

Rhea-AI Filing Summary

Semtech EVP and CFO Mark Lin reported multiple stock transactions. He sold 6,582 shares of common stock in an open-market sale at $83.75 per share, executed under a Rule 10b5-1 trading plan adopted on June 23, 2025.

On the prior day, Lin exercised 18,242 restricted stock units, converting them into the same number of common shares at $0.00 exercise price, and disposed of 8,012 shares to cover tax obligations at $89.75 per share. After these transactions, he directly held 22,125 shares of Semtech common stock and 18,242 restricted stock units, which vest in three annual installments beginning on March 5, 2025.

Insights

Equity compensation analyst

CFO’s trades reflect routine equity vesting, tax withholding, and a planned share sale.

Semtech’s EVP and CFO Mark Lin exercised 18,242 restricted stock units, receiving the same number of common shares at a $0.00 exercise price. This aligns with equity compensation practices where awards convert into stock as they vest over time.

To satisfy tax obligations from the vesting, he disposed of 8,012 shares at $89.75 per share through a tax-withholding transaction, which is not an open-market sale. He also executed an open-market sale of 6,582 shares at $83.75 per share under a pre-established Rule 10b5-1 trading plan adopted on June 23, 2025.

Following these moves, Lin directly held 22,125 shares of common stock and 18,242 restricted stock units that vest in three annual installments beginning on March 5, 2025. The pre-planned nature of the sale and the tax-withholding disposition suggest these are mainly administrative and compensation-related transactions rather than discretionary trading.

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)
03/05/2026

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	03/05/2026		M		18,242	A	$0	36,719	D
Common Stock	03/05/2026		F		8,012	D	$89.75	28,707	D
Common Stock	03/06/2026		S(1)		6,582	D	$83.75	22,125	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)	03/05/2026		M			18,242	(3)	(3)	Common Stock	18,242	$0	18,242	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. This grant vests in three annual installments beginning on March 5, 2025.

Remarks:

	/s/Mark Lin	03/09/2026
	** 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 transactions did Semtech (SMTC) CFO Mark Lin report?

Mark Lin reported exercising 18,242 restricted stock units into common shares, disposing of 8,012 shares to cover taxes, and selling 6,582 common shares in an open-market transaction. These actions were part of his ongoing equity compensation and trading plans.

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

Mark Lin sold 6,582 shares of Semtech common stock in an open-market sale at a price of $83.75 per share. This sale was executed pursuant to a Rule 10b5-1 trading plan adopted on June 23, 2025, providing pre-arranged trading instructions.

What restricted stock unit activity did Semtech (SMTC) disclose for its CFO?

The filing shows Mark Lin exercised 18,242 restricted stock units, converting them into 18,242 common shares at a $0.00 exercise price. The grant underlying these units vests in three annual installments beginning on March 5, 2025, aligning with long-term incentive compensation schedules.

Why did the Semtech (SMTC) CFO dispose of 8,012 shares on March 5, 2026?

Mark Lin disposed of 8,012 common shares in a tax-withholding transaction at $89.75 per share. This transaction satisfied tax liabilities related to his restricted stock unit vesting, using shares rather than cash to cover the associated obligations to taxing authorities.

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

After the reported transactions, Mark Lin directly holds 22,125 shares of Semtech common stock. He also owns 18,242 restricted stock units, which represent a contingent right to receive one Semtech common share for each unit as they vest over time.

Was the Semtech (SMTC) CFO’s stock sale discretionary or pre-planned?

The 6,582-share sale by Mark Lin was executed under a Rule 10b5-1 trading plan adopted on June 23, 2025. Such plans pre-schedule trades, allowing insiders to sell shares over time according to preset instructions, reducing discretion at the moment of sale.