Was the Semtech (SMTC) CFO’s share sale made under a Rule 10b5-1 plan?

Yes. The filing states that the stock sale was executed under a Rule 10b5-1 trading plan adopted by Mark Lin on June 23, 2025. Such pre-arranged plans schedule trades in advance, making the timing more routine and less discretionary.

Semtech (NASDAQ: SMTC) CFO trims stake and settles RSUs under plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Semtech Executive Vice President and CFO Mark Lin reported a combination of stock transactions involving his common shares and restricted stock units. He exercised 2,349 restricted stock units into common stock, with 1,196 shares disposed of to cover tax obligations and 683 shares sold in an open-market transaction at $155.16 per share.

The filing notes that the sale was made pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on June 23, 2025. After these transactions, Lin directly holds 34,263 shares of Semtech common stock.

Insider Trade Summary 10b5-1

Net Seller: 683 shares ($105,974)

Net Sell 4 txns

Insider Lin Mark

Role EVP and CFO

Sold 683 shs ($106K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,349	$0.00	--
Exercise	Common Stock	2,349	$0.00	--
Tax Withholding	Common Stock	1,196	$157.52	$188K
Sale	Common Stock	683	$155.16	$106K

Holdings After Transaction: Restricted Stock Unit — 16,439 shares (Direct, null); Common Stock — 36,142 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 March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.

Key Figures

Open-market sale: 683 shares at $155.16/share Tax-withholding shares: 1,196 shares at $157.52/share RSUs converted: 2,349 shares +2 more

5 metrics

Open-market sale 683 shares at $155.16/share Common Stock sale on June 10, 2026

Tax-withholding shares 1,196 shares at $157.52/share Shares delivered to cover tax liability

RSUs converted 2,349 shares Restricted Stock Units converted into common stock

Post-transaction holdings 34,263 shares Common Stock directly owned after transactions

Net buy/sell direction Net-sell of 683 shares Aggregate open-market sale vs. purchases

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

"security_title: "Restricted Stock Unit""

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""

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""

open-market sale financial

"transaction_action: "open-market sale""

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.

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Form 4 Insider Transactions: What Each Field Means →

06/12/2026 - 04:01 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)
06/10/2026

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	06/10/2026		M		2,349	A	$0	36,142	D
Common Stock	06/10/2026		F		1,196	D	$157.52	34,946	D
Common Stock	06/10/2026		S⁽¹⁾		683	D	$155.16	34,263	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⁾	06/10/2026		M			2,349	⁽³⁾	⁽³⁾	Common Stock	2,349	$0	16,439	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 March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.

Remarks:

	/s/Mark Lin	06/12/2026
	** 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 stock transactions did Semtech (SMTC) CFO Mark Lin report?

Semtech CFO Mark Lin reported exercising 2,349 restricted stock units into common stock, selling 683 common shares in an open-market trade at $155.16 per share, and disposing of 1,196 shares to cover tax obligations related to the equity award.

How many Semtech (SMTC) shares does CFO Mark Lin own after this Form 4?

After the reported transactions, Mark Lin directly holds 34,263 shares of Semtech common stock. This figure reflects the net result of his restricted stock unit conversion, the tax-withholding disposition, and the 683 shares sold in the open market on June 10, 2026.

What price did Semtech (SMTC) CFO Mark Lin receive for the shares he sold?

Mark Lin sold 683 shares of Semtech common stock at an average price of $155.16 per share. Separately, 1,196 shares were disposed of at $157.52 per share to satisfy tax obligations related to his restricted stock unit vesting.

What is the role of tax-withholding in the Semtech (SMTC) CFO’s Form 4 filing?

The Form 4 shows a tax-withholding disposition of 1,196 shares at $157.52 per share. These shares were delivered to cover tax liabilities triggered when 2,349 restricted stock units converted into common stock, and do not represent an open-market sale decision.

What equity award activity did Semtech (SMTC) disclose for CFO Mark Lin?

The filing reports that 2,349 restricted stock units were converted into an equal number of Semtech common shares at a conversion price of $0.00. This reflects the vesting and settlement of an existing equity award rather than a new grant of options or units.