BlackRock, Inc. has filed an amended Schedule 13G showing a sizeable passive ownership position in Semtech Corp. As of the event date of 12/31/2025, BlackRock reports beneficial ownership of 12,740,110 Semtech common shares, representing 13.8% of the outstanding class. It has sole voting power over 12,557,646 shares and sole dispositive power over the full 12,740,110 shares, with no shared voting or dispositive power.
BlackRock classifies itself as a parent holding company and certifies that the shares are held in the ordinary course of business, not for the purpose of changing or influencing control of Semtech. The filing notes that one BlackRock product, the iShares Core S&P Small-Cap ETF, holds more than five percent of Semtech’s outstanding common stock.
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Insights
BlackRock discloses a 13.8% passive stake in Semtech, indicating significant institutional ownership without an activist control intent.
BlackRock reports beneficial ownership of 12,740,110 Semtech common shares, equal to 13.8% of the class as of 12/31/2025. It has sole voting power over 12,557,646 shares and sole dispositive power over the entire reported amount, with no shared voting or dispositive authority. This positions BlackRock as a major institutional holder in Semtech’s shareholder base.
The certification explicitly states the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of Semtech. That language, together with the Schedule 13G format, frames this as a passive investment rather than an activist position. A portion of the ownership sits in the iShares Core S&P Small-Cap ETF, which itself holds more than five percent of Semtech’s outstanding common stock.
From a governance perspective, this level of institutional ownership can affect voting outcomes on matters such as director elections and shareholder proposals, but any impact will depend on how BlackRock’s various business units exercise their voting policies over time.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 18)
SEMTECH CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
816850101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
816850101
1
Names of Reporting Persons
BlackRock, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
12,557,646.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,740,110.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,740,110.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
13.8 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SEMTECH CORP
(b)
Address of issuer's principal executive offices:
200 FLYNN ROAD, CAMARILLO, CALIFORNIA, 93012-8790
Item 2.
(a)
Name of person filing:
BlackRock, Inc.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)
Address or principal business office or, if none, residence:
BlackRock, Inc., 50 Hudson Yards New York, NY 10001
(c)
Citizenship:
See Item 4 of Cover Page
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
816850101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
12,740,110
(b)
Percent of class:
13.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
12,557,646
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
12,740,110
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The interest of 1 such person, iShares Core S&P Small-Cap ETF, in the common stock of SEMTECH CORP is more than five percent of the total outstanding common stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How many Semtech (SMTC) shares does BlackRock report owning in this Schedule 13G/A?
BlackRock reports beneficial ownership of 12,740,110 shares of Semtech common stock, as disclosed in Item 4(a) of the filing.
What percentage of Semtech (SMTC) does BlackRock’s stake represent?
BlackRock states that its 12,740,110 Semtech common shares represent 13.8% of the outstanding class, as reported in Item 4(b).
How much voting power does BlackRock have over its Semtech (SMTC) shares?
BlackRock has sole voting power over 12,557,646 Semtech shares and no shared voting power, according to the cover page and Item 4(c).
Is BlackRock’s Semtech (SMTC) position classified as passive or for control purposes?
BlackRock certifies that the Semtech securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Which BlackRock fund holds more than 5% of Semtech (SMTC) stock?
Item 6 notes that the iShares Core S&P Small-Cap ETF has an interest in Semtech common stock that is more than five percent of the total outstanding common stock.
What type of reporting person is BlackRock in this Semtech (SMTC) Schedule 13G/A?
BlackRock identifies its type of reporting person as HC, indicating a parent holding company or control person under the Schedule 13G classification.
As of what date are BlackRock’s Semtech (SMTC) ownership figures reported?
The date of the event requiring the filing is listed as 12/31/2025, which anchors the ownership figures reported in the Schedule 13G/A.