SEMTECH CORP
For the period ended Jan 26, 2025. Filed Mar 25, 2025.
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FY2025 · Filed Mar 25, 2025
SMTC$113.49-2.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| Exhibit No. | Description | Location |
| 2.1 | Arrangement Agreement, dated as of August 2, 2022, by and among Semtech Corporation, Sierra Wireless, Inc. and 13548597 Canada Inc. | Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 3, 2022 |
| 3.1 | Restated Certificate of Incorporation of Semtech Corporation | Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2003 |
| 3.2 | Amended and Restated Bylaws of Semtech Corporation | Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2022 |
| 4.1 | Description of Common Stock | Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 26, 2020. |
| 4.2 | Indenture, dated as of October 12, 2022, among Semtech Corporation, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association | Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 12, 2022 |
| 4.3 | Form of 1.625% Convertible Senior Note due 2027 | Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 12, 2022 |
| 4.4 | Indenture, dated as of October 26, 2023, among Semtech Corporation, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association | Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 26, 2023 |
| 4.5 | Form of 4.00% Convertible Senior Note due 2028 | Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 26, 2023 | |
| 10.1 | Third Amendment and Restatement Agreement, dated as of September 26, 2022, by and among Semtech Corporation, the guarantors party thereto, JPMorgan Chase Bank, N.A., as successor administrative agent, and the other parties thereto | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 29, 2022 | |
| 10.2 | First Amendment to Third Amended and Restated Credit Agreement, dated as of February 24, 2023, by and among Semtech Corporation, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto | Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023 | |
| 10.3 | Second Amendment to Third Amended and Restated Credit Agreement, dated as of June 6, 2023, by and among Semtech Corporation, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto | Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2023 | |
| 10.4 | Third Amendment to Third Amended and Restated Credit Agreement, dated as of October 19, 2023, by and among Semtech Corporation, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 19, 2023 | |
| 10.5 | * | Form of Amended and Restated Indemnification Agreement for Directors and Executive Officers | Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2022 |
| 10.6 | Employment Agreement, dated May 25, 2023, between Paul H. Pickle and Semtech Corporation | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 30, 2023 | |
| 10.7 | Employment Agreement, dated September 5, 2023, between Mark Lin and Semtech Corporation | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 8, 2023 | |
| 10.8 | Retention Agreement, dated June 8, 2023, between Asaf Silberstein and Semtech Corporation | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2023 | |
| 10.9 | * | Semtech Corporation Executive Change in Control Retention Plan (As Amended and Restated June 11, 2024) | Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 13, 2024 |
| 10.10 | * | Form of Participation Agreement under the Semtech Corporation Executive Change in Control Retention Plan | Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 27, 2019 |
| 10.11 | * | Form of Long-Term Stock Incentive Plan Restricted Stock Unit Award Certificate | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2008 |
| 10.12 | * | Semtech Corporation 2008 Long-Term Equity Incentive Plan | Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 27, 2008 |
| 10.13 | * | Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Option Award Certificate for Non-Employee Directors | Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 1, 2008 |
| 10.14 | * | Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Stock Unit Award Certificate for Non-Employee Directors | Exhibit 10.4 to the Company’s Current Report on Form 8-K filed July 1, 2008 |
| 10.15 | * | Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Restricted Stock Award Certificate for Non-Employee Directors | Exhibit 10.5 to the Company’s Current Report on Form 8-K filed July 1, 2008 |
| 10.16 | * | Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Employee Option Award Certificate | Exhibit 10.6 to the Company’s Current Report on Form 8-K filed July 1, 2008 |
| 10.17 | * | Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Option Award Agreement for Non-Employee Directors | Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2011 |
| 10.18 | * | Semtech Corporation 2013 Long-Term Equity Incentive Plan | Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 24, 2013 |
| 10.19 | * | Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Ownership Grants | Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 |
| 10.20 | * | Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Performance Stock Unit Award Agreement | Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 |
| 10.21 | * | Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Stock Option Award Agreement for Employees in Switzerland | Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 |
| 10.22 | * | Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Stock Option Award Certificate for Non-Employee Directors | Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2016 |
| 10.23 | * | Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Non-Employee Director Stock Unit Award Certificate (Deferred) | Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2016 |
| 10.24 | * | Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Stock Option Award Agreement for Employees | Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 |
| 10.25 | * | Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Employees | Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 |
| 10.26 | * | Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Performance Unit Award Certificate | Exhibit 10.40 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2017 |
| 10.27 | * | Policy Regarding Director Compensation, as Amended November 20, 2024 | Filed herewith |
| 10.28 | * | Amended and Restated Semtech Corporation 2017 Long-Term Equity Incentive Plan | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 13, 2024 |
| 10.29 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Executive Ownership Restricted Stock Unit Award Certificate | Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017 |
| 10.30 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Restricted Stock Unit Award Certificate | Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023 |
| 10.31 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Performance Unit Award Certificate–Financial Performance Measure | Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023 |
| 10.32 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Option Award Certificate | Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017 |
| 10.33 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Option Award Certificate - Switzerland Employees | Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017 |
| 10.34 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Non-Employee Director Stock Unit Award Certificate (deferred, for awards prior to the 2025 annual meeting of stockholders) | Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017 |
| 10.35 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Non-Employee Director Stock Unit Award Certificate (non-deferred, for awards prior to the 2025 annual meeting of stockholders) | Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017 |
| 10.36 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Option Award Certificate (non-employee director) | Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017 |
| 10.37 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Restricted Stock Unit Award Certificate (rollover award in accordance with acquisition of AptoVision) | Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017 |
| 10.38 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Performance Unit Award Certificate - Relative TSR Performance | Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023 |
| 10.39 | * | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Performance Unit Award Certificate - Stock Price Grants | Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2021 |
| 10.40 | * | The Executive Nonqualified Excess Plan of Semtech Corporation (Amended and Restated Effective as of March 1, 2019) | Exhibit 10.59 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2019 |
| 10.41 | * | CEO Restricted Stock Unit Award Certificate dated March 5, 2019 | Exhibit 10.46 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2019 |
| 10.42 | * | CEO Performance Stock Unit Award Certificate-Relative TSR dated March 5, 2019 | Exhibit 10.47 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2019 |
| 10.43 | * | CEO Performance Stock Unit Award Certificate-Absolute Stock Price dated March 5, 2019 | Exhibit 10.48 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2019 |
| 10.44 | * | Transition and Retirement Agreement, dated March 14, 2023, between Semtech Corporation and Mohan Maheswaran | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 16, 2023 |
| 10.45 | * | Semtech Corporation Restricted Stock Unit Award Certificate - March 14, 2023 Award for Mohan Maheswaran | Exhibit 10.48 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023 |
| 10.46 | * | Restricted Stock Unit Award Agreement (Inducement Grant) for Paul Pickle | Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023 |
| 10.47 | * | Performance Stock Unit Award Agreement (Inducement Grant – Relative TSR) for Paul Pickle | Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023 |
| 10.48 | * | Performance Stock Unit Award Agreement (Inducement Grant – Financial Measure) for Paul Pickle | Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023 |
| 10.49 | * | Restricted Stock Unit Award Agreement (Inducement Grant) for Mark Lin | Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023 |
| 10.50 | * | Performance Stock Unit Award Agreement (Inducement Grant – Relative TSR) for Mark Lin | Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023 |
| 10.51 | * | Performance Stock Unit Award Agreement (Inducement Grant – Financial Measure) for Mark Lin | Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023 |
| 10.52 | Form of Convertible Note Hedge Confirmation | Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on October 12, 2022 | |
| 10.53 | Form of Warrant Confirmation | Exhibit 99.3 to the Company’s Current Report filed on October 12, 2022 | |
| 10.54 | Form of Additional Convertible Note Hedge Confirmation | Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on October 21, 2022 | |
| 10.55 | Form of Additional Warrant Confirmation | Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on October 21, 2022 | |
| 10.56 | Cooperation Agreement, dated as of March 17, 2023, between Semtech Corporation and Lion Point Master, LP, Lion Point Capital, LP, Lion Point Capital GP, LLC, Lion Point Holdings GP, LLC and Didric Cederholm | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2023 | |
| 10.57 | Employment Agreement, dated June 6, 2024, between Hong Q. Hou and Semtech Corporation | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2024 | |
| 10.58 | Form of Restricted Stock Unit Award Certificate (Fiscal 2025) | Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2024 | |
| 10.59 | Form of Restricted Stock Unit Award Certificate for Executives with Employment Agreements (Fiscal 2025) | Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2024 | |
| 10.60 | Form of Performance Stock Unit Award Certificate (Fiscal 2025) | Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2024 | |
| 10.61 | Form of Performance Stock Unit Award Certificate for Executives with Employment Agreements (Fiscal 2025) | Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2024 | |
| 10.62 | * | Semtech Corporation Director Deferred Compensation Plan (Non-Employee) | Filed herewith |
| 10.63 | Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Non-Employee Director Stock Unit Award Certificate (for awards at or after the 2025 annual meeting of stockholders) | Filed herewith | |
| 10.64 | * | Separation and General Release Agreement between Semtech Corporation and Mike Rodensky | Filed herewith |
| 10.65 | * | Amended Semtech Corporation Executive (non-CEO) Bonus Plan | Filed herewith |
| 19.1 | Policy Regarding Confidential Information and Insider Trading for all Employees | Filed herewith | |
| 19.2 | Stock Trading Guidelines for Semtech Stock for All Directors, Officers and Employees | Filed herewith | |
| 21.1 | Subsidiaries of the Company | Filed herewith | |
| 23.1 | Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP | Filed herewith |
| 31.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 as amended. | Filed herewith |
| 31.2 | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 as amended. | Filed herewith |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 (As set forth in Exhibit 32 hereof, Exhibit 32 is being furnished and shall not be deemed "filed".) | Furnished herewith |
| 97 | Policy Regarding the Recoupment of Certain Compensation Payments | Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2024 |
| 101 | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended January 26, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive (Loss) Income, (iii) Consolidated Balance Sheets (iv) Consolidated Statements of Stockholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flow and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended January 26, 2025, formatted in Inline XBRL (included as Exhibit 101). |
*Management contract or compensatory plan or arrangement.
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